Accelerate Acquisition (AAQC) 10-Q 9 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 09, 2022
Document Information Line Items
Entity Registrant Name	ACCELERATE ACQUISITION CORP.
Trading Symbol	AAQC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001838883
Entity Current Reporting Status	Yes
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	001-40232
Entity Tax Identification Number	86-1209097
Entity Address, Address Line One	51 John F. Kennedy Parkway
Entity Address, City or Town	Short Hills
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	(973)
Local Phone Number	314-3060
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		40,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 654,759	$ 937,154
Prepaid expenses	450,601	670,169
Total Current Assets	1,105,360	1,607,323
Investments held in Trust Account	400,393,149	400,031,275
TOTAL ASSETS	401,498,509	401,638,598
Current liabilities
Accrued expenses	195,699	353,466
Income taxes payable	78,361
Total Current Liabilities	274,060	353,466
Deferred underwriting fee payable	14,000,000	14,000,000
Derivative warrant liabilities	3,306,667	17,153,333
Total Liabilities	17,580,727	31,506,799
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value, 500,000,000 shares authorized; 40,000,000 shares at a redemption value of $10.01 and $10.00 per share as of June 30, 2022, and December 31, 2021	400,294,788	400,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021	1,000	1,000
Additional paid-in capital
Accumulated deficit	(16,378,006)	(29,869,201)
Total Stockholders’ Deficit	(16,377,006)	(29,868,201)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 401,498,509	$ 401,638,598

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
Subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption, Shares authorized	500,000,000	500,000,000
Subject to possible redemption, Shares	40,000,000	40,000,000
Subject to possible redemption shares at a redemption value of per share (in Dollars per share)	$ 10.01	$ 10
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000

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
Operating and formation costs	$ 306,101	$ 356,996	$ 624,196	$ 1,284,852
Loss from operations	(306,101)	(356,996)	(624,196)	(1,284,852)
Other income (loss):
Interest earned on investments held in Trust Account	608,405	9,974	641,874	10,960
Change in fair value of derivative warrant liabilities	4,753,333	(11,586,668)	13,846,666	(3,940,000)
Total other income (loss), net	5,361,738	(11,576,694)	14,488,540	(3,929,040)
Income (Loss) before income taxes	5,055,637	(11,933,690)	13,864,344	(5,213,892)
Provision for income taxes	(78,361)		(78,361)
Net income (loss)	$ 4,977,276	$ (11,933,690)	$ 13,785,983	$ (5,213,892)
Class A Common stock
Other income (loss):
Weighted average shares outstanding (in Shares)	40,000,000	40,000,000	40,000,000	22,099,448
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)
Class B Common Stock
Other income (loss):
Weighted average shares outstanding (in Shares)	10,000,000	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)

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
Basic and diluted net income (loss) per share	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)
Class B Common Stock
Basic and diluted net income (loss) per share	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 1,150	$ 23,850	$ (1,000)	$ 24,000
Balance (in Shares) at Dec. 31, 2020	11,500,000
Accretion for Class A Common Stock to redemption value		(3,324,000)	(32,465,683)	(35,789,683)
Accretion for Class A Common Stock to redemption value (in Shares)
Cash paid in excess of fair value for Private Placement Warrants		3,300,000		3,300,000
Cash paid in excess of fair value for Private Placement Warrants (in Shares)
Forfeiture of Founder Shares	$ (150)	150
Forfeiture of Founder Shares (in Shares)	(1,500,000)
Net income (Loss)			6,719,798	6,719,798
Balance at Mar. 31, 2021	$ 1,000		(25,746,885)	(25,745,885)
Balance (in Shares) at Mar. 31, 2021	10,000,000
Balance at Dec. 31, 2020	$ 1,150	23,850	(1,000)	24,000
Balance (in Shares) at Dec. 31, 2020	11,500,000
Net income (Loss)				(5,213,892)
Balance at Jun. 30, 2021	$ 1,000		(37,680,575)	(37,679,575)
Balance (in Shares) at Jun. 30, 2021	10,000,000
Balance at Mar. 31, 2021	$ 1,000		(25,746,885)	(25,745,885)
Balance (in Shares) at Mar. 31, 2021	10,000,000
Net income (Loss)			(11,933,690)	(11,933,690)
Balance at Jun. 30, 2021	$ 1,000		(37,680,575)	(37,679,575)
Balance (in Shares) at Jun. 30, 2021	10,000,000
Balance at Dec. 31, 2021	$ 1,000		(29,869,201)	(29,868,201)
Balance (in Shares) at Dec. 31, 2021	10,000,000
Net income (Loss)			8,808,707	8,808,707
Balance at Mar. 31, 2022	$ 1,000		(21,060,494)	(21,059,494)
Balance (in Shares) at Mar. 31, 2022	10,000,000
Balance at Dec. 31, 2021	$ 1,000		(29,869,201)	(29,868,201)
Balance (in Shares) at Dec. 31, 2021	10,000,000
Net income (Loss)				13,785,983
Balance at Jun. 30, 2022	$ 1,000		(16,378,006)	(16,377,006)
Balance (in Shares) at Jun. 30, 2022	10,000,000
Balance at Mar. 31, 2022	$ 1,000		(21,060,494)	(21,059,494)
Balance (in Shares) at Mar. 31, 2022	10,000,000
Accretion for Class A Common Stock to redemption value			(294,788)	(294,788)
Net income (Loss)			4,977,276	4,977,276
Balance at Jun. 30, 2022	$ 1,000		$ (16,378,006)	$ (16,377,006)
Balance (in Shares) at Jun. 30, 2022	10,000,000

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)	$ 13,785,983	$ (5,213,892)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account	(641,874)	(10,960)
Transaction costs allocable to derivative warrant liabilities		801,198
Change in fair value of derivative warrant liabilities	(13,846,666)	3,940,000
Prepaid expenses	219,568	(950,333)
Accrued expenses	(157,767)	237,274
Income tax payable	78,361
Net cash used in operating activities	(562,395)	(1,196,713)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(400,000,000)
Cash withdrawn from trust account to pay franchise and income taxes	280,000
Net cash provided by (used in) investing activities	280,000	(400,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		392,000,000
Proceeds from sale of Private Placement Warrants		11,000,000
Proceeds from promissory notes – related party		148,311
Repayment of promissory notes – related party		(148,311)
Payment of offering costs		(565,881)
Net cash provided by financing activities		402,434,119
Net Change in Cash	(282,395)	1,237,406
Cash – Beginning	937,154
Cash – Ending	654,759	1,237,406
Non-cash investing and financing activities:
Deferred underwriting fee payable		14,000,000
Forfeiture of Founder Shares		(150)
Change in value of Class A common stock subject to possible redemption

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Accelerate Acquisition Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into 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 not limited to a particular industry or sector for purposes of consummating a 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 30, 2020 (inception) through June 30, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, 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 in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Accelerate Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 4. Transaction costs amounted to $22,590,881, consisting of $8,000,000 in cash underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs. Following the closing of the Initial Public Offering on March 22, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in 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 one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). 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 its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks stockholder approval, the Company will only proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules 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 “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 22, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 22, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 22, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 9, 2022. The interim results for the three and six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a 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 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ (deficit) equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs associated with the issuance of 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. On December 31, 2021, offering costs totaled $22,590,881 (consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs), of which $801,198 was charged to expense and $21,789,683 was charged to temporary equity. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022, and December 31, 2021. Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were invested in both Money Market Funds and U.S. Treasury Securities. At December 31, 2021, substantially all of the assets held in the Trust Account were invested in Money Market Funds. Interest income is recognized when earned. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ (deficit) equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ 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 common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stock subject to possible redemption, December 31, 2021 $ 400,000,000 Add: Accretion of carrying value to redemption value 294,788 Class A common stock subject to possible redemption, June 30, 2022 400,294,788 Derivative Warrant Liabilities The Company accounts for the Warrants (as defined below) (see Note 9) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of June 30, 2022, and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally 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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.55% and 0% for the three months ended June 30, 2022 and 2021, respectively, and 0.57% and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. 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 stock. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,666,666 Class A common stocks in the aggregate. As of June 30, 2022, and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,981,821 $ 995,455 $ (9,546,952 ) $ (2,386,738 ) $ 11,028,786 $ 2,757,197 $ (3,589,599 ) $ (1,624,293 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,099,448 10,000,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.24 ) $ (0.24 ) $ 0.28 $ 0.28 $ (0.16 ) $ (0.16 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of June 30, 2022, and December 31, 2021, the carrying value of cash, prepaid expenses and accrued expenses, approximate their fair values primarily due to the short-term nature of the instruments. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $400,000,000. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“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.

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 Initial Public Offering, the Sponsor purchased an aggregate of 7,333,333 Private Placement Warrants, at a price of $1.50 per warrant, or $11,000,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

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 31, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). The Sponsor subsequently transferred 30,000 Founder Shares to each of the independent directors and 20,000 Founder Shares to each advisor, for $0.003 per share. On January 20, 2021, the Company effected a stock dividend of 1,437,500 shares of Class B common stock, and on March 1, 2021, the Company effected a stock dividend of 1,437,500 shares of Class B common stock, resulting in there being an aggregate of 11,500,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,500,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ option not to exercise its over-allotment option, 1,500,000 shares were forfeited. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a 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 Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on March 22, 2021, pursuant to which the Company will pay a monthly fee of $10,000 to the Sponsor for administrative services including office space, utilities and secretarial support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively. For the three and six months ended June 30, 2021, the Company incurred and paid $30,000 in fees for these services. Promissory Note — Related Parties On December 31, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. Accelerate Acquisition Corp. no longer borrows on this facility. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021, or the consummation of the Initial Public Offering. As of June 30, 2022, and December 31, 2021, there were no amounts outstanding under the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates 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 would 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, without interest, or, at the lender’s discretion, up to $1,500,000 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022, and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

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 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 this financial statement. The financial statement does 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 condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Registration and Stockholder Rights Pursuant to a registration and stockholder rights agreement entered into on March 17, 2021, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by these holders is entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear certain 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 Initial Public Offering to purchase up to 6,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election not to exercise their over-allotment, 6,000,000 Units are no longer available for purchase. The underwriters are entitled to a deferred fee of $0.35 per Unit sold in the Initial Public Offering, or $14,000,000 in the aggregate. 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.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — no Class A Common Stock — Class B Common Stock — In January 2021, the Sponsor transferred 30,000 shares of Class B common stock to each of the Company’s independent directors and 20,000 shares of Class B common stock to each of the Company’s advisors. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy 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 elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● 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 the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before 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 capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● 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. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of our Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (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 our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our 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 $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of June 30, 2022 there were 7,333,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their 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.

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 fair value 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022, assets held in the Trust Account were comprised of $400,393,149 in Money Market Fund and U.S. Treasury Securities. At December 31, 2021, assets held in the Trust Account were comprised of $400,031,275 in money market funds which are invested primarily in U.S. Treasury Securities. During the period ended June 30, 2022, the Company withdrew $280,000 of interest income from the trust account to pay franchise and income taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022, and December 31, 2021, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, 2022 December 31, Assets: Investments held in Trust Account – Money Market Fund and U.S. Treasury Securities 1 $ 400,393,149 $ 400,031,275 Liabilities: Warrant Liabilities – Public Warrants 1 $ 2,133,333 $ 11,066,666 Warrant Liabilities – Private Placement Warrants 2 $ 1,173,334 $ 6,086,667 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying June 30, 2022 and December 31, 2021, condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered a Level 3 fair value measurement. As of June 30, 2022, and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the condensed balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. As of June 30, 2022, and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms as defined in the make-whole provision contained within the warrant agreement; however, they are not actively traded, as such are listed as a Level 2 in the hierarchy table above. The change in fair value is recognized in the statements of operations. The key inputs into the binomial lattice model for the Private Placement Warrants as of June 30, 2021 were as follows: June 30, 2021 Input Private Market price of public shares $ 9.69 Risk-free rate 0.90 % Dividend yield 0.00 % Exercise price $ 11.50 Effective expiration date 8/1/26 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The table below presents the estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement upon detachment and the estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement due to the make-whole provision included in the warrant agreement. Public Private Total Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 22, 2021 14,000,000 7,700,000 21,700,000 Change in fair value of derivative warrant liabilities (4,933,334 ) (2,713,333 ) (7,646,667 ) Fair value as of March 31, 2021 9,066,666 4,986,667 14,053,333 Transfer to Level 1 upon detachment (9,066,666 ) — (9,066,666 ) Change in fair value — 4,253,333 4,253,333 Fair value as of June 30, 2021 — 9,240,000 9,240,000 Change in fair value of derivative warrant liabilities — (2,321,733 ) (2,321,733 ) Transfer to Level 2 due to make-whole provision — 6,918,267 6,918,267 Fair value as of December 31, 2021 $ — $ — $ —

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 unaudited condensed 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 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 accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 9, 2022. The interim results for the three and six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a 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 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ (deficit) equity and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs associated with the issuance of 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. On December 31, 2021, offering costs totaled $22,590,881 (consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs), of which $801,198 was charged to expense and $21,789,683 was charged to temporary equity.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022, and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were invested in both Money Market Funds and U.S. Treasury Securities. At December 31, 2021, substantially all of the assets held in the Trust Account were invested in Money Market Funds. Interest income is recognized when earned. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ (deficit) equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ 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 common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stock subject to possible redemption, December 31, 2021 $ 400,000,000 Add: Accretion of carrying value to redemption value 294,788 Class A common stock subject to possible redemption, June 30, 2022 400,294,788
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for the Warrants (as defined below) (see Note 9) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of June 30, 2022, and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally 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. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 1.55% and 0% for the three months ended June 30, 2022 and 2021, respectively, and 0.57% and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. 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 stock. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,666,666 Class A common stocks in the aggregate. As of June 30, 2022, and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,981,821 $ 995,455 $ (9,546,952 ) $ (2,386,738 ) $ 11,028,786 $ 2,757,197 $ (3,589,599 ) $ (1,624,293 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,099,448 10,000,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.24 ) $ (0.24 ) $ 0.28 $ 0.28 $ (0.16 ) $ (0.16 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of June 30, 2022, and December 31, 2021, the carrying value of cash, prepaid expenses and accrued expenses, approximate their fair values primarily due to the short-term nature of the instruments.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Class A common stock reflected in the condensed balance sheets	Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (14,000,000 ) Class A common stock issuance costs (21,789,683 ) Plus: Accretion of carrying value to redemption value 35,789,683 Class A common stock subject to possible redemption, December 31, 2021 $ 400,000,000 Add: Accretion of carrying value to redemption value 294,788 Class A common stock subject to possible redemption, June 30, 2022 400,294,788
Schedule of basic and diluted net income per common share	Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,981,821 $ 995,455 $ (9,546,952 ) $ (2,386,738 ) $ 11,028,786 $ 2,757,197 $ (3,589,599 ) $ (1,624,293 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 40,000,000 10,000,000 22,099,448 10,000,000 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.24 ) $ (0.24 ) $ 0.28 $ 0.28 $ (0.16 ) $ (0.16 )

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	Description Level June 30, 2022 December 31, Assets: Investments held in Trust Account – Money Market Fund and U.S. Treasury Securities 1 $ 400,393,149 $ 400,031,275 Liabilities: Warrant Liabilities – Public Warrants 1 $ 2,133,333 $ 11,066,666 Warrant Liabilities – Private Placement Warrants 2 $ 1,173,334 $ 6,086,667
Schedule of fair value of warrant as of the initial measurement	June 30, 2021 Input Private Market price of public shares $ 9.69 Risk-free rate 0.90 % Dividend yield 0.00 % Exercise price $ 11.50 Effective expiration date 8/1/26
Schedule of fair value of warrant as of the initial measurement	Public Private Total Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 22, 2021 14,000,000 7,700,000 21,700,000 Change in fair value of derivative warrant liabilities (4,933,334 ) (2,713,333 ) (7,646,667 ) Fair value as of March 31, 2021 9,066,666 4,986,667 14,053,333 Transfer to Level 1 upon detachment (9,066,666 ) — (9,066,666 ) Change in fair value — 4,253,333 4,253,333 Fair value as of June 30, 2021 — 9,240,000 9,240,000 Change in fair value of derivative warrant liabilities — (2,321,733 ) (2,321,733 ) Transfer to Level 2 due to make-whole provision — 6,918,267 6,918,267 Fair value as of December 31, 2021 $ — $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	6 Months Ended
	Mar. 22, 2021	Jun. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Per unit price (in Dollars per share)	$ 10
Underwriting fees		$ 8,000,000
Deferred underwriting fees		14,000,000
Other offering costs		$ 590,881
Trust account, percentage		80%
Public per share (in Dollars per share)		$ 10
Public shares percentage		15%
Business combination redemption percentage		100%
Dissolution expenses		$ 100,000
Financial term		1 year
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares units (in Shares)	40,000,000
Gross proceeds	$ 400,000,000
Price per unit (in Dollars per share)	$ 10
Net proceeds	$ 400,000,000
Initial public offering price (in Dollars per share)		$ 10
Initial Public Offering [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)		7,333,333
Price per unit (in Dollars per share)		$ 1.5
Sponsor [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 11,000,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public price shares (in Dollars per share)		$ 10
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 22,590,881
Voting securities, percentage		50%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs					$ 22,590,881
Underwriting fees					8,000,000
Deferred underwriting fees					14,000,000
Other offering costs					590,881
Charged to expense					801,198
Charged to temporary equity					$ 21,789,683
Effective tax rate	1.55%	0%	0.57%	0%
Statutory tax rate	21%			21%
Federal deposit insurance coverage price			$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants exercisable to purchase (in Shares)			20,666,666

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock reflected in the condensed balance sheets	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of Class A common stock reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 400,000,000
Less:
Proceeds allocated to Public Warrants	(14,000,000)
Class A common stock issuance costs	(21,789,683)
Plus:
Accretion of carrying value to redemption value	35,789,683
Class A common stock subject to possible redemption, Beginning	400,000,000
Add:
Accretion of carrying value to redemption value	294,788
Class A common stock subject to possible redemption, Ending	$ 400,294,788

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - 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), as adjusted	$ 3,981,821	$ (9,546,952)	$ 11,028,786	$ (3,589,599)
Denominator:
Basic and diluted weighted average shares outstanding	40,000,000	40,000,000	40,000,000	22,099,448
Basic and diluted net income (loss) per common share	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)
Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 995,455	$ (2,386,738)	$ 2,757,197	$ (1,624,293)
Denominator:
Basic and diluted weighted average shares outstanding	10,000,000	10,000,000	10,000,000	10,000,000
Basic and diluted net income (loss) per common share	$ 0.1	$ (0.24)	$ 0.28	$ (0.16)

Initial Public Offering (Detail

Initial Public Offering (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Initial Public Offering (Details) [Line Items]
Public warrant description	Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“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.
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units | shares	40,000,000
Shares issued, price per share | $ / shares	$ 10
Gross proceeds | $	$ 400,000,000

Private Placement (Details)

Private Placement (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Exercise price	$ 11.5
Sponsors [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate shares purchased (in Shares) | shares	7,333,333
Price per warrant	$ 1.5
Aggregate amount (in Dollars) | $	$ 11,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 01, 2021	Mar. 22, 2021	Jan. 20, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Stock issued during period value stock dividend	1,437,500		1,437,500
Maximum shares subject to forfeited							1,500,000
Administrative services (in Dollars)		$ 10,000
Fees for services (in Dollars)				$ 30,000	$ 60,000	$ 30,000
Working capital (in Dollars)					$ 1,500,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of sponsor shares							30,000
Founder Shares							20,000
Price per share (in Dollars per share)							$ 0.003
Aggregate of founder shares outstanding	11,500,000
Percentage of issued and outstanding shares							20%
Related party transaction, description					The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a 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 Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares							1,500,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Offering costs							8,625,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Certain offering costs (in Dollars)							$ 25,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination share price (in Dollars per share)					$ 1.5
Unsecured Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)							$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares
Commitments and Contingencies (Details) [Line Items]
Outstanding percentage	20%
Deferred fee per unit (in Dollars per share) | $ / shares	$ 0.35
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase additional units	$ 6,000,000
Aggregate deferred fee	14,000,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase units	$ 6,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	1 Months Ended	6 Months Ended
	Jan. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		500,000,000	500,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, voting rights		Holders of Class A common stock are entitled to one vote for each share.
Common stock, shares issued		40,000,000	40,000,000
Common stock, shares outstanding		40,000,000	40,000,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		50,000,000	50,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		10,000,000	10,000,000
Common stock, shares outstanding		10,000,000	10,000,000
Shares transferred	20,000
Conversion basis percentage		20%
Class B Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares transferred	30,000

Warrants (Details)

Warrants (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Warrants (Details) [Line Items]
Public warrants outstanding | shares	13,333,333
Redemption of warrants scenario one, 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 the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before 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 capitalizations, reorganizations, recapitalizations and the like).  If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants scenario two, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after 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;    ●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.
Private placement warrants outstanding | shares	7,333,333
Warrant [Member]
Warrants (Details) [Line Items]
Exercise price per share	$ 9.2
Market value newly issued price, per share percentage	115%
Minimum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	100%
Redemption trigger price per share	$ 10
Maximum [Member]
Warrants (Details) [Line Items]
Market value newly issued price, per share percentage	180%
Redemption trigger price per share	$ 18
Business Combination [Member]
Warrants (Details) [Line Items]
Warrants of business combination	5 years
Total equity proceeds, percentage	60%
Business Combination [Member] | Class A Common Stock [Member]
Warrants (Details) [Line Items]
Business combination share price	$ 9.2

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Assets held in trust account	$ 400,393,149	$ 400,031,275
Interest income from the trust account to pay franchise and income taxes	$ 280,000

Fair Value Measurements (Deta_2

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
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Investments held in Trust Account – Money Market Fund and U.S. Treasury Securities	$ 400,393,149	$ 400,031,275
Level 1 [Member] | Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Warrant Liabilities	2,133,333	11,066,666
Level 2 [Member] | Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Warrant Liabilities	$ 1,173,334	$ 6,086,667

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement - Public Warrants [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares
Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement [Line Items]
Market price of public shares	$ 9.69
Risk-free rate	0.90%
Dividend yield	0%
Exercise price	$ 11.5
Effective expiration date	Aug. 01, 2026

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 22, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement [Line Items]
Fair value as of beginning balance		$ 14,053,333		$ 9,240,000
Initial measurement	$ 21,700,000
Change in fair value of derivative warrant liabilities		4,253,333	(7,646,667)	(2,321,733)
Transfer to Level 1 upon detachment		(9,066,666)
Transfer to Level 2 due to make-whole provision				6,918,267
Fair value as of ending balance		9,240,000	14,053,333
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement [Line Items]
Fair value as of beginning balance		9,066,666
Initial measurement	14,000,000
Change in fair value of derivative warrant liabilities			(4,933,334)
Transfer to Level 1 upon detachment		(9,066,666)
Transfer to Level 2 due to make-whole provision
Fair value as of ending balance			9,066,666
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant as of the initial measurement [Line Items]
Fair value as of beginning balance		4,986,667		9,240,000
Initial measurement	$ 7,700,000
Change in fair value of derivative warrant liabilities		4,253,333	(2,713,333)	(2,321,733)
Transfer to Level 1 upon detachment
Transfer to Level 2 due to make-whole provision				6,918,267
Fair value as of ending balance		$ 9,240,000	$ 4,986,667