Envoy Medical (COCH) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40133
Entity Registrant Name	Anzu Special Acquisition Corp I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1369123
Entity Address, Address Line One	12610 Race Track Road
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Tampa
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33626
City Area Code	202
Local Phone Number	742-5870
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001840877
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	ANZUU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ANZU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		42,500,000
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ANZUW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 476,948	$ 149,845
Prepaid Expenses	463,740	713,322
Total Current Assets	940,688	863,167
Investments held in Trust Account	425,641,451	425,037,665
Forward purchase agreement assets	585,888	1,002,789
Total assets	427,168,027	426,903,621
Current liabilities:
Accounts payable	884,592	618,742
Accrued Expenses	2,761,544	2,059,431
Working capital loan - related party	1,500,000	0
Income taxes payable	108,315	0
Total current liabilities	5,254,451	2,678,173
Deferred underwriting fee payable	14,875,000	14,875,000
Derivative warrant liabilities	3,200,000	21,063,972
Total liabilities	23,329,451	38,617,145
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 400,000,000 shares authorized; 42,500,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021 at $10.01 and $10.00 redemption value respectively	425,290,817	425,000,000
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021
Accumulated deficit	(21,453,304)	(36,714,587)
Total stockholders' equity (deficit)	(21,452,241)	(36,713,524)
Total liabilities, Class A Common Stock Subject to Redemption, and stockholders' equity (deficit)	427,168,027	426,903,621
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock value	$ 1,063	$ 1,063

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares issued	42,500,000	42,500,000
Temporary equity, shares outstanding	42,500,000	42,500,000
Temporary equity authorized shares	400,000,000	400,000,000
Temporary equity par value	$ 0.0001	$ 0.0001
Temporary equity, price per share	10.01	10
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	400,000,000	400,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	40,000,000	40,000,000
Common shares, shares issued	10,625,000	10,625,000
Common shares, shares outstanding	10,625,000	10,625,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses:
Formation and Operating Costs	$ (901,356)	$ (1,071,142)	$ (2,390,442)	$ (1,254,607)
Loss from operations	(901,356)	(1,071,142)	(2,390,442)	(1,254,607)
Other income (loss):
Interest earned on marketable securities held in Trust Account	(563,376)	(15,376)	(603,786)	(23,217)
Offering costs allocated to warrant liabilities				(782,812)
Change in fair value of Forward Purchase Agreements	70,348		(416,901)
Change in fair value of warrant liabilities	3,466,666	1,426,910	17,863,972	914,910
Income (loss) before tax expense	3,199,034	371,144	15,660,415	(1,099,292)
Income tax expense	(108,315)	0	(108,315)	0
Net Income (loss)	$ 3,090,719	$ 371,144	$ 15,552,100	$ (1,099,292)
Class A redeemable common stock
Other income (loss):
Weighted average shares outstanding, basic	42,500,000	42,433,333	42,500,000	27,750,000
Weighted average shares outstanding, diluted	42,500,000	42,433,333	42,500,000	27,750,000
Class A Common Stock
Other income (loss):
Weighted average shares outstanding, basic	42,500,000	42,433,333	42,500,000	27,750,000
Weighted average shares outstanding, diluted	42,500,000	42,433,333	42,500,000	27,750,000
Basic net income (loss) per common stock	$ 0.06	$ 0.01	$ 0.29	$ (0.03)
Diluted net income (loss) per common stock	$ 0.06	$ 0.01	$ 0.29	$ (0.03)
Class B Common Stock
Other income (loss):
Weighted average shares outstanding, basic	10,625,000	10,606,944	10,625,000	10,553,472
Weighted average shares outstanding, diluted	10,625,000	10,625,000	10,625,000	10,553,472
Basic net income (loss) per common stock	$ 0.06	$ 0.01	$ 0.29	$ (0.03)
Diluted net income (loss) per common stock	$ 0.06	$ 0.01	$ 0.29	$ (0.03)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 1,208	$ 23,792	$ (701)	$ 24,299
Balance at the beginning (in shares) at Dec. 31, 2020	12,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount		(23,792)	(36,785,232)	(36,809,024)
Net income (loss)			(1,470,436)	(1,470,436)
Balance at the end at Mar. 31, 2021	$ 1,208		(38,256,369)	(38,255,161)
Balance at the end (in shares) at Mar. 31, 2021	12,075,000
Balance at the beginning at Dec. 31, 2020	$ 1,208	23,792	(701)	24,299
Balance at the beginning (in shares) at Dec. 31, 2020	12,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(1,099,292)
Balance at the end at Jun. 30, 2021	$ 1,063		(38,332,246)	(38,331,183)
Balance at the end (in shares) at Jun. 30, 2021	10,625,000
Balance at the beginning at Mar. 31, 2021	$ 1,208		(38,256,369)	(38,255,161)
Balance at the beginning (in shares) at Mar. 31, 2021	12,075,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A common stock to redemption amount		(145)	(447,021)	(447,166)
Forfeiture of Founder Shares	$ (145)	$ 145
Forfeiture of Founder Shares (in shares)	(1,450,000)
Net income (loss)			371,144	371,144
Balance at the end at Jun. 30, 2021	$ 1,063		(38,332,246)	(38,331,183)
Balance at the end (in shares) at Jun. 30, 2021	10,625,000
Balance at the beginning at Dec. 31, 2021	$ 1,063		(36,714,587)	(36,713,524)
Balance at the beginning (in shares) at Dec. 31, 2021	10,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			12,461,381	12,461,381
Balance at the end at Mar. 31, 2022	$ 1,063		(24,253,206)	(24,252,143)
Balance at the end (in shares) at Mar. 31, 2022	10,625,000
Balance at the beginning at Dec. 31, 2021	$ 1,063		(36,714,587)	(36,713,524)
Balance at the beginning (in shares) at Dec. 31, 2021	10,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				15,552,100
Balance at the end at Jun. 30, 2022	$ 1,063		(21,453,304)	(21,452,241)
Balance at the end (in shares) at Jun. 30, 2022	10,625,000
Balance at the beginning at Mar. 31, 2022	$ 1,063		(24,253,206)	(24,252,143)
Balance at the beginning (in shares) at Mar. 31, 2022	10,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deemed dividend - increase in redemption value of Class A common stock subject to redemption			(290,817)	(290,817)
Net income (loss)			3,090,719	3,090,719
Balance at the end at Jun. 30, 2022	$ 1,063		$ (21,453,304)	$ (21,452,241)
Balance at the end (in shares) at Jun. 30, 2022	10,625,000

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash flow from operating activities:
Net income (loss)			$ 15,552,100	$ (1,099,292)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of prepaid expense			175,791	198,241
Change in fair value of warrant liabilities	$ (3,466,666)	$ (1,426,910)	(17,863,972)	(914,910)
Change in fair value of Forward Purchase Agreements			416,901
Deferred offering costs				782,812
Interest earned on marketable securities held in Trust Account	(563,376)	(15,376)	(603,786)	(23,217)
Formation and operating expenses founded by Sponsor				185,579
Changes in operating assets and liabilities:
Other assets				(149,090)
Prepaid expenses			73,791	(1,115,777)
Accounts payable			265,849	53,170
Taxes payable			108,315
Accrued expenses			702,114	428,185
Net cash used in operating activities			(1,172,897)	(1,654,299)
Cash flows from investing activities:
Investment of cash in Trust Account				(425,000,000)
Net cash used in investing activities				(425,000,000)
Cash flows from financing activities:
Proceeds received from Initial Public Offering of Units, net of commissions				425,000,000
Proceeds from the sale of private warrants				12,500,000
Proceeds from working capital loan-related party			1,500,000
Payment of offering costs				(9,131,334)
Net cash provided by financing activities			1,500,000	428,368,666
Net change in cash			327,103	1,714,367
Cash at beginning of period			149,845	25,000
Cash at end of period	$ 476,948	$ 1,739,367	$ 476,948	1,739,367
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable				(91,991)
Deferred offering costs associated with proposed public offering				94,992
Deferred underwriting fees payable				$ 14,875,000

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations Organization and General Anzu Special Acquisition Corp I (the “Company”) is a blank check company incorporated as a Delaware corporation on December 28, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While the Company may pursue a Business Combination target in any industry, the Company currently intends to concentrate its efforts in identifying high-quality businesses with transformative technologies for industrial applications. Since completing the Company’s initial public offering (the “IPO” or the “Initial Public Offering”), the Company has reviewed, and continues to review, a number of opportunities to enter into a Business Combination with an operating business, but the Company is not able to determine at this time whether it will complete a Business Combination with any of the target businesses that the Company has reviewed or with any other target business. The Company intends to effectuate a Business Combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants (as defined below), the Company’s capital stock, debt, or a combination of cash, stock and debt. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the IPO described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of a Business Combination. The Company generates non-operating income in the form of interest income on proceeds from the IPO held in the Trust Account (as defined below). The Company’s sponsor is Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”). Financing On March 4, 2021, the Company consummated the IPO of 42,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”) and, on April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one one Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 12,400,000 warrants (the “Private Placement Warrants”) to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. Transaction costs of the IPO prior to the underwriters’ partial exercise of their over-allotment option amounted to $23,731,835 consisting of $8,400,000 of underwriting commissions, $14,700,000 of deferred underwriters’ commissions and $631,835 of other offering costs. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021 amounted to $280,500 consisting of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. Trust Account Following the closing of the IPO on March 4, 2021, $420,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a U.S.-based trust account (the “Trust Account”). Following the closing of the underwriters’ over-allotment option on April 14, 2021, an additional $5,000,000 ($10.00 per Unit) from the net proceeds of the sale of the additional Units and Private Placement Warrants was placed in the Trust Account. The funds in the Trust Account are invested in a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of (1) the Company’s completion of a Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed a Business Combination by March 4, 2023 or during any Extension Period (as defined below), subject to applicable law. Based on current interest rates, the Company expects that interest earned on the Trust Account will be sufficient to pay taxes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the IPO, although substantially all of the net proceeds from the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 such Business Combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two The decision as to whether the Company will seek stockholder approval of a Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the shares of common stock voted are voted in favor of a Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. The Company has until March 4, 2023 (or such longer period as provided in an amendment to the Company’s amended and restated certificate of incorporation approved by the Company’s stockholders (an “Extension Period”)) to complete its initial Business Combination. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension Period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if it fails to complete its initial Business Combination by March 4, 2023 or during any Extension Period. The initial stockholders (the Sponsor and the three directors that hold Founder Shares (as defined in Note 5)) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination by March 4, 2023 or during any Extension Period. However, if the initial stockholders acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete its initial Business Combination within the allotted 24-month time frame. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per public share initially held in the Trust Account. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its 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 claims of any kind in or to any monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these 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 financial statements. Going Concern As of June 30, 2022 and December 31, 2021, the Company had approximately $476,948 and $149,845 in its operating bank accounts, respectively, and working capital deficits of $(4,313,763) and $(1,815,006), respectively. Prior to the completion of the initial Business Combination, the Company’s liquidity needs have been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Sponsor may provide up to $1,500,000 to the Company as a working capital loan (the “Working Capital Loan”) (see Note 5). As of June 30, 2022 and December 31, 2021, there was $1,500,000 and $0 outstanding under the Working Capital Loan, respectively. The Company may need to raise additional funds through loans from its Sponsor and/or third parties in order to meet the expenditures required for operating its business. If the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the initial Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company, except pursuant to the Working Capital Loan described above. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If a Business Combination is not consummated by March 4, 2023 or during any Extension Period, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has until March 4, 2023 to complete an initial Business Combination. If the Company is unable to complete an initial Business Combination by March 4, 2023 or during any Extension 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	​ Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2022 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 statements with another public company which is either not an emerging growth company or 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. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. There was no Class A common stock issued or outstanding as of June 30, 2022 and December 31, 2021, classified as permanent equity. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to temporary stockholders’ equity upon the completion of the IPO, except those associated with Public Warrants which were expensed. Accordingly, as of June 30, 2022 and December 31, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021, amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of June 30, 2022 and December 31, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to temporary equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for the derivative warrant liabilities and forward purchase agreement asset (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using binomial lattice model at the date of issuance. As of June 30, 2022 and December 31, 2021, the Company’s public warrants were measured based on quoted prices in active markets, and the private placement warrants are categorized as a Level 2 following the public price. FASB ASC 470-20, “Debt with Conversion and Other Options”, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock. The Company accounts for its forward purchase agreements (collectively, the “Forward Purchase Agreements” or “FPAs”) issued as derivative FPA assets in accordance with ASC 815-40. Accordingly, the Company recognizes the FPA instruments as assets at fair value and adjusts the instruments to fair value at each reporting period. The assets are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the FPAs has been estimated using observable inputs at the date of issuance. As of June 30, 2022 and December 31, 2021, the Company’s FPAs are categorized as a Level 3 measurement as they are valued using the time-discounted spread of the fixed purchase price of the Company’s units pursuant to the FPAs over the public trading price of the Company’s Units. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the year, excluding common stock shares subject to forfeiture. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The Company’s statements of operations include a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. A reconciliation of net loss per common stock is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ Three months ended ​ Six months ended ​ June 30, 2022 June 30, 2022 June 30, 2021 June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,090,719 ​ Net Income (loss) ​ $ 15,552,100 ​ Net Income (loss) ​ ​ $ 371,144 ​ Net Income (loss) ​ $ (1,099,292) ​ Net Income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A - temp Class B Class A - temp Class B Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 2,472,575 $ 618,144 $ 12,441,680 $ 3,110,420 ​ $ 296,915 $ 74,229 $ (879,434) $ (219,858) Weighted average shares outstanding ​ 42,500,000 ​ 10,625,000 ​ 42,500,000 ​ 10,625,000 ​ ​ 42,433,333 ​ 10,606,944 ​ 27,750,000 ​ 10,553,472 Basic net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ ​ 42,433,333 ​ ​ 10,625,000 ​ ​ 27,750,000 ​ ​ 10,553,472 Diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03) ​ Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. The tax provision for the three and six months ended June 30, 2022 is $108,315 and the three and six months ended June 30, 2021 is $0. The Company has recorded a deferred tax payable of $108,315 as of June 30, 2022 and $0 December 31, 2021. 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 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Working Capital Loan – Related Party When the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Working Capital Loan has a conversion feature that allows for converting the loan into warrants, and is carried at fair value. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering.
Initial Public Offering	Note 3 - Initial Public Offering On March 4, 2021, the Company consummated the IPO of 42,000,000 Units. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO on March 4, 2021, the Company completed the private sale of an aggregate of 12,400,000 Private Placement Warrants to the Sponsor and, on April 14, 2021, simultaneously with the closing of the underwriters’ over-allotment option, the Company issued an additional 100,000 Private Placement Warrants to the Sponsor. The Private Placement Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $12,500,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. If the Company does not complete a Business Combination by March 4, 2023, or during any Extension 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. The Private Placement Warrants are identical to the Public Warrants, 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 salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are 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.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On December 30, 2020, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate purchase price of $25,000. On February 19, 2021, the Company effected a stock dividend of 2,875,000 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 Founder Shares. On March 1, 2021, the Company effected a stock dividend of 2,012,500 Founder Shares to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 12,075,000 Founder Shares. The Founder Shares included an aggregate of up to 1,575,000 shares that were subject to forfeiture depending on the extent that the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option. As a result, the 10,625,000 Founder Shares issued The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Class A common stock received upon conversion thereof 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 dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) 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, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 30, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) March 31,2021 or (ii) the completion of the IPO. The Company had no borrowings under the promissory note at June 30, 2022 or December 31, 2021. The facility is no longer available. Working Capital Loans — Related Party On March 29, 2022, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Sponsor may provide up to $1,500,000 to the Company as a Working Capital Loan. The Working Capital Loan does not bear interest and is repayable in full upon on the earlier of (i) March 29, 2023 or (ii) the consummation of the Company’s initial Business Combination. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Working Capital Loan, in whole or in part, into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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 Loan but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable. As of June 30, 2022 and December 31, 2021, there was $1,500,000 and $0 outstanding under the Working Capital Loan, respectively. The Working Capital Loan is recorded at fair value of $1,500,000. Administrative Service Fee The Company has agreed, commencing on March 1, 2021, to pay an affiliate of the Company’s Sponsor a fixed amount of $40,521 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. There was no accrual for administrative service fees as of June 30, 2022 or December 31, 2021. The Company has incurred costs of $121,563 and $243,126 for the three and six months ended June 30, 2022, respectively, and $40,521 and $162,084 for the three and six months ended June 30, 2021, respectively, which were incurred after completion of the IPO on March 4, 2021. None of these costs were accrued at June 30, 2022 or December 30, 2021. Diligence Services The Company has agreed to pay or reimburse an affiliate of the Sponsor for certain fees and out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as performing due diligence on suitable business combination opportunities. As of June 30, 2022 and December 31, 2021, there was $720,435 and $314,367, respectively, accrued for such fees and expenses. The Company paid an affiliate of the Sponsor $417,185 for such fees and expenses during the year ended December 31, 2021. The Company incurred $142,411 and $385,706 of such fees and expenses for the three and six months ended June 30, 2022, respectively, and $190,247 for both the three and six months ended June 30, 2021.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration 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. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,300,000 Units to cover over-allotments, if any. On April 14, 2021, the Company issued an additional 500,000 Units in connection with the underwriters’ partial exercise of their over-allotment option. On March 4, 2021 and April 14, 2021, the underwriters were paid a fixed underwriting discount of $8,400,000 and $100,000, respectively. In addition, the underwriters are entitled to a deferred discount of $0.35 per Unit, or $14,875,000 in the aggregate. The deferred discount 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. Forward Purchase Agreements On December 6, 2021, the Company entered into Forward Purchase Agreements with certain institutional investors and anchored by Arena Capital Advisors, LLC and Fir Tree Partners (collectively, the “Forward Purchasers”), pursuant to which the Forward Purchasers have agreed, subject to certain conditions, to purchase the following: ● up to an aggregate of $80,000,000 of unsecured convertible notes of the Company (“Convertible Notes”) immediately prior to the closing of the Company’s Business Combination. The terms of the Convertible Notes, including the terms on which the Convertible Notes will convert into shares of the Company’s Class A common stock, will be negotiated by the Company and the Forward Purchasers, each acting in its sole discretion, prior to the issuance of the Convertible Notes. The aggregate total of up to $80,000,000 from the issuance of the Convertible Notes would be received by the Company upon the closing of the Company’s Business Combination. ● up to an aggregate of 4,000,000 forward purchase securities of the Company (the “Forward Purchase Securities”) for $10.00 per Forward Purchase Security, or an aggregate total of up to $40,000,000 , immediately prior to the Business Combination Closing. Each Forward Purchase Security would consist of one share of Class A common stock issued and sold by the Company and one -sixth of one warrant transferred by the Sponsor for no value, with each whole redeemable warrant exercisable to purchase one share of Class A common stock for $11.50 per share. The aggregate total of up to $40,000,000 from the issuance of the Forward Purchase Securities would be received by the Company upon the closing of the Company’s Business Combination. The shares of Class A common stock included in the Forward Purchase Securities would have the same terms as the Company’s publicly traded shares of Class A common stock. The warrants included in the Forward Purchase Securities would have the same terms as the private placement warrants held by the Sponsor and would be subject to the terms of the Warrant Agreement, dated March 1, 2021, entered into between the Company and American Stock Transfer & Trust Company, as Warrant Agent, in connection with the Company’s initial public offering (the “Warrant Agreement”). In addition, under the Forward Purchase Agreements, if the Company determines to raise capital by the private placement of equity securities in connection with the closing of the Company’s Business Combination (the “New Equity Securities”), the Company shall first make an offer to the Forward Purchasers to purchase the securities then offered on the same terms as such New Equity Securities, in an aggregate amount of up to $120,000,000. Any commitment by any Forward Purchaser under any of the Forward Purchase Agreements to purchase New Equity Securities is subject to and conditioned upon the acceptance of the Company’s offer by such Forward Purchaser, following the Company’s notification to such Forward Purchaser of its intention to offer the New Equity Securities. Pursuant to the Forward Purchase Agreements, the Forward Purchasers will be entitled to registration rights with respect to shares of Class A common stock underlying the Convertible Notes, the shares of Class A common stock and warrants included in the Forward Purchase Securities, and the New Equity Securities. As of June 30, 2022 and December 31, 2021, there is nothing outstanding on the Convertible Notes and no action has been taken on the Forward Purchase Securities other than the initial contract agreement.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 these shares were valued at $10.01, due to the stockholder rights to the trust proceeds, for a total of $425,290,817. As of December 31, 2021 these shares were valued at the IPO price At June 30, 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 425,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (14,026,667) Class A common stock issuance costs ​ ​ (23,229,523) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 37,256,190 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 425,000,000 Accretion of carrying value to redemption value ​ ​ 290,817 Class A common stock subject to possible redemption at June 30, 2022 ​ $ 425,290,817 ​

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	Note 8 - Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock — The Company is authorized to issue 40,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of shares of Class B common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 10,625,000 shares of Class B common stock issued and outstanding. On February 19, 2021, the Company effected a stock dividend of 2,875,000 shares of Class B common stock to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of 10,062,500 shares of Class B common stock. On March 1, 2021, the Company effected a stock dividend of 2,012,500 shares of Class B common stock to the Sponsor, resulting in the Company’s initial stockholders holding an aggregate of up to 12,075,000 shares of Class B common stock, of which an aggregate of up to 1,575,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Class B common stock will equal 20% of the Company’s issued and outstanding common stock after the IPO. On April 14, 2021, the Sponsor forfeited 1,450,000 shares of Class B common stock following the expiration of the unexercised portion of underwriters’ over-allotment option. Only holders of the Class B common stock have the right to vote on the election of directors prior to a Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of the completion of a Business Combination, or earlier at the option of the holder, 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 issued in the IPO and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A common stock will be adjusted (subject to waiver by holders of a majority of the Class B common stock) so that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the common stock issued and outstanding upon completion of the IPO plus the number of shares of Class A common stock and equity- linked securities issued or deemed issued in connection with a 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 – Fair Value Measurements Level 1 assets include investments in money market funds that invest solely in U.S. Government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of July 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Besides what had been disclosed above, there were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2022 and $14,000,000 in transfers from level 3 to level 1 for the three and six months ended June 30, 2021. The initial fair value of the Public and Private Placement Warrants, issued concurrently and in connection with the Initial Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Warrants, prior to the Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Warrants. The term to expiration was calculated as the contractual term of the Warrants, assuming one year to a Business Combination from the Initial Public Offering date. Finally, the Company does not anticipate paying a dividend. The asset for the FPAs was valued using the time-discounted spread of the fixed purchase price of the Company’s units pursuant to the FPAs over the public trading price of the Company’s Units and is considered to be a Level 3 fair value measurement. The valuation is then adjusted to reduce the value of the FPAs for the value of warrants. The model utilizes key inputs including risk free interest rates based on US treasury rates. In accounting for the working capital loan, the Company bifurcated a derivative liability representing the conversion option, with a fair value of $1,500,000 at issuance. To measure the fair value of the derivative liability, the Company compared the calculated value of the working capital loan with the indicated value of the host instrument, defined as the straight-debt component of the working capital loan. The difference between the value of the straight-debt host instrument and the fair value of the working capital loan resulted in the value of the derivative liability. The value of the straight-debt host instrument was estimated using a Monte Carlo simulation model, which is a Level 3 fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable ​ Unobservable ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,641,451 $ — ​ $ — Forward Purchase Agreement ​ ​ — ​ ​ — ​ ​ 585,888 Fair Value at June 30, 2022 (unaudited) ​ $ 425,641,451 $ — ​ $ 585,888 Liabilities: ​ ​ ​ ​ ​ Working capital loan – Related Party ​ $ — ​ $ — ​ $ 1,500,000 Public Warrant liability ​ ​ 1,700,000 ​ — ​ ​ — Private Warrant liability ​ ​ — ​ 1,500,000 ​ ​ — Fair Value at June 30, 2022 (unaudited) ​ $ 1,700,000 $ 1,500,000 ​ $ 1,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,037,665 ​ $ — ​ $ — Forward Purchase Agreement ​ ​ — ​ ​ — ​ ​ 1,002,789 Fair Value at December 31, 2021 ​ $ 425,037,665 ​ $ — ​ $ 1,002,789 Liabilities: ​ ​ ​ Working capital loan-Related Party ​ $ — ​ $ — ​ $ — Public Warrant liability ​ ​ 11,190,235 ​ ​ — ​ ​ — Private Warrant liability ​ ​ — ​ ​ 9,873,737 ​ ​ — Fair Value at December 31, 2021 ​ $ 11,190,235 ​ $ 9,873,737 ​ $ — ​ The following table provides the roll forward for the Level 3 investments for the three and six months ended June 30, 2022: ​ ​ ​ ​ ​ FPA assets at December 31, 2021 ​ $ (1,002,789) Change in fair value of FPA ​ 487,249 FPA assets at March 31, 2022 (unaudited) ​ ​ (515,540) Change in fair value of FPA ​ 70,348 FPA assets at June 30, 2022 (unaudited) ​ ​ 585,888 ​ ​ ​ ​ Working capital loan at December 31, 2021 ​ ​ — Issuance of loan ​ ​ 750,000 Working capital loan at March 31, 2022 (unaudited) ​ ​ 750,000 Issuance of loan ​ ​ 750,000 Working capital loan at June 30, 2022 (unaudited) ​ $ 1,500,000 ​ The following table provides the roll forward for the Level 3 investments for the three and six months ended June 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 (unaudited) ​ ​ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 (unaudited) ​ ​ 103,000 Change in fair value of warrant liabilities ​ (821,885) Warrant liabilities at June 30, 2021 (unaudited) ​ $ 12,053,115 ​ The following table presents the quantitative information regarding Level 3 fair value measurements of the Forward Purchase Agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 December 31, 2021 Unit Price ​ $ 10.00 ​ $ 10.00 ​ Remaining Term (in years) ​ 0.50 ​ ​ 0.50 ​ Risk-free rate ​ 1.06 % ​ 0.19 % ​ The following table presents the quantitative information regarding Level 3 fair value measurements of the working capital loan: ​ ​ ​ ​ ​ ​ June 30, 2022 Principal Outstanding $ 1,500,000 Expected Remaining Term (in years) 0.50 ​ Volatility 50.5 % Risk-Free Rate 2.97 % ​

Warrant Liabilities

Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Warrant Liabilities
Warrant Liabilities	Note 10 - Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination by March 4, 2023, or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of shares of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they do not 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 Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of shares of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of warrants when the price per share of the Company’s Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. If and when the Public 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. The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of shares of the Company’s Class A common stock in the Business Combination is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following the public disclosure of the consummation of such Business Combination, the warrant exercise price will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant exercise price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of shares of the Company’s Class A common stock consists exclusively of cash, the amount of such cash per share of Class A common stock, and (ii) in all other cases, the volume weighted average price of the Company’s Class A common stock as reported during the ten The Company has outstanding an aggregate of 26,666,666 warrants, including 14,166,666 public warrants and 12,500,000 private warrants as of both June 30, 2022 and December 31, 2021, to purchase shares of the Company’s Class A common stock, which were issued in connection with the IPO and the Private Placement (including 266,666 warrants issued in connection with the consummation of the underwriters’ partial exercise of their over-allotment option) (see Notes 3 and 4). The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815–40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company records a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the binomial lattice model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $26,260,000 of warrant liabilities upon issuance as of March 4, 2021. For the three and six months ended June 30, 2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of $(3,466,666) and $(17,863,972), respectively on the statement of operations, resulting in warrant liabilities of $3,200,000 as of June 30, 2022 on the balance sheet. The estimated fair value of the public warrant liability is based on quoted prices in active markets as of the measurement date. The estimated fair value of the private warrant liability is determined using public price.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events, other than as described below, that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 29, 2022, John W. Joy notified the Company of his intention to resign from his position as Chief Financial Officer of the Company. Mr. Joy’s resignation will become effective after the Company files this quarterly report on Form 10-Q. On July 29, 2022, Peter J. Ganz notified the Company of his resignation from his position as General Counsel & Corporate Secretary of the Company effective July 31, 2022. On July 29, 2022, Teresa A. Harris notified the Company of her resignation as a member of the Company's board of directors effective immediately. On July 31, 2022, William Wulfsohn notified the Company of his resignation as a member of the Company's board of directors effective immediately.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2022 and the results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 statements with another public company which is either not an emerging growth company or 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. There was no Class A common stock issued or outstanding as of June 30, 2022 and December 31, 2021, classified as permanent equity. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to temporary stockholders’ equity upon the completion of the IPO, except those associated with Public Warrants which were expensed. Accordingly, as of June 30, 2022 and December 31, 2021, offering costs in the aggregate of $24,012,335 (consisting of $8,500,000 of underwriting commissions, $14,875,000 of deferred underwriters’ commission and $637,335 other offering costs) had been incurred. Offering costs associated with the closing of the underwriters’ over-allotment option on April 14, 2021, amounted to $280,500 consisting mainly of $100,000 of underwriting commissions, $175,000 of deferred underwriters’ commissions and $5,500 of other offering costs. The Company allocates the offering costs between its common stock and Public Warrants using relative fair value method, with the offering costs allocated to the Public Warrants expensed immediately. Accordingly, as of June 30, 2022 and December 31, 2021, offering costs in the aggregate of $782,812 have been charged to the Company’s statement of operations (consisting of $762,300 of underwriting discounts and $20,512 of other offering costs). Offering costs associated with the Class A common stock have been charged to temporary equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for the derivative warrant liabilities and forward purchase agreement asset (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s public warrant liability is based on quoted prices in active markets as of the measurement date and is classified as Level 1.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for its warrants issued in connection with its IPO as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the IPO and Private Placement has been estimated using binomial lattice model at the date of issuance. As of June 30, 2022 and December 31, 2021, the Company’s public warrants were measured based on quoted prices in active markets, and the private placement warrants are categorized as a Level 2 following the public price. FASB ASC 470-20, “Debt with Conversion and Other Options”, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then common stock. The Company accounts for its forward purchase agreements (collectively, the “Forward Purchase Agreements” or “FPAs”) issued as derivative FPA assets in accordance with ASC 815-40. Accordingly, the Company recognizes the FPA instruments as assets at fair value and adjusts the instruments to fair value at each reporting period. The assets are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the FPAs has been estimated using observable inputs at the date of issuance. As of June 30, 2022 and December 31, 2021, the Company’s FPAs are categorized as a Level 3 measurement as they are valued using the time-discounted spread of the fixed purchase price of the Company’s units pursuant to the FPAs over the public trading price of the Company’s Units.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the year, excluding common stock shares subject to forfeiture. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The Company’s statements of operations include a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. A reconciliation of net loss per common stock is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ Three months ended ​ Six months ended ​ June 30, 2022 June 30, 2022 June 30, 2021 June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,090,719 ​ Net Income (loss) ​ $ 15,552,100 ​ Net Income (loss) ​ ​ $ 371,144 ​ Net Income (loss) ​ $ (1,099,292) ​ Net Income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A - temp Class B Class A - temp Class B Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 2,472,575 $ 618,144 $ 12,441,680 $ 3,110,420 ​ $ 296,915 $ 74,229 $ (879,434) $ (219,858) Weighted average shares outstanding ​ 42,500,000 ​ 10,625,000 ​ 42,500,000 ​ 10,625,000 ​ ​ 42,433,333 ​ 10,606,944 ​ 27,750,000 ​ 10,553,472 Basic net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ ​ 42,433,333 ​ ​ 10,625,000 ​ ​ 27,750,000 ​ ​ 10,553,472 Diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03)
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. The tax provision for the three and six months ended June 30, 2022 is $108,315 and the three and six months ended June 30, 2021 is $0. The Company has recorded a deferred tax payable of $108,315 as of June 30, 2022 and $0 December 31, 2021. 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 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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.
Working Capital Loan - Related Party	Working Capital Loan – Related Party When the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Working Capital Loan has a conversion feature that allows for converting the loan into warrants, and is carried at fair value.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of reconciliation of net income (loss) per common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ Three months ended ​ Six months ended ​ June 30, 2022 June 30, 2022 June 30, 2021 June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,090,719 ​ Net Income (loss) ​ $ 15,552,100 ​ Net Income (loss) ​ ​ $ 371,144 ​ Net Income (loss) ​ $ (1,099,292) ​ Net Income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A - temp Class B Class A - temp Class B Class A - temp Class B Class A - temp Class B Allocation of net income (loss) $ 2,472,575 $ 618,144 $ 12,441,680 $ 3,110,420 ​ $ 296,915 $ 74,229 $ (879,434) $ (219,858) Weighted average shares outstanding ​ 42,500,000 ​ 10,625,000 ​ 42,500,000 ​ 10,625,000 ​ ​ 42,433,333 ​ 10,606,944 ​ 27,750,000 ​ 10,553,472 Basic net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ 42,500,000 ​ ​ 10,625,000 ​ ​ ​ 42,433,333 ​ ​ 10,625,000 ​ ​ 27,750,000 ​ ​ 10,553,472 Diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ 0.29 ​ $ 0.29 ​ ​ $ 0.01 ​ $ 0.01 ​ $ (0.03) ​ $ (0.03)

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Schedule of reconciliation of Class A common stock reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 425,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (14,026,667) Class A common stock issuance costs ​ ​ (23,229,523) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 37,256,190 Class A common stock subject to possible redemption at December 31, 2021 ​ ​ 425,000,000 Accretion of carrying value to redemption value ​ ​ 290,817 Class A common stock subject to possible redemption at June 30, 2022 ​ $ 425,290,817

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of assets and liabilities that are measured on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable ​ Unobservable ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,641,451 $ — ​ $ — Forward Purchase Agreement ​ ​ — ​ ​ — ​ ​ 585,888 Fair Value at June 30, 2022 (unaudited) ​ $ 425,641,451 $ — ​ $ 585,888 Liabilities: ​ ​ ​ ​ ​ Working capital loan – Related Party ​ $ — ​ $ — ​ $ 1,500,000 Public Warrant liability ​ ​ 1,700,000 ​ — ​ ​ — Private Warrant liability ​ ​ — ​ 1,500,000 ​ ​ — Fair Value at June 30, 2022 (unaudited) ​ $ 1,700,000 $ 1,500,000 ​ $ 1,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant Significant ​ ​ Prices in ​ Other ​ Other ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Investments held in Trust Account ​ $ 425,037,665 ​ $ — ​ $ — Forward Purchase Agreement ​ ​ — ​ ​ — ​ ​ 1,002,789 Fair Value at December 31, 2021 ​ $ 425,037,665 ​ $ — ​ $ 1,002,789 Liabilities: ​ ​ ​ Working capital loan-Related Party ​ $ — ​ $ — ​ $ — Public Warrant liability ​ ​ 11,190,235 ​ ​ — ​ ​ — Private Warrant liability ​ ​ — ​ ​ 9,873,737 ​ ​ — Fair Value at December 31, 2021 ​ $ 11,190,235 ​ $ 9,873,737 ​ $ —
Schedule of rollforward for the Level 3 investments	The following table provides the roll forward for the Level 3 investments for the three and six months ended June 30, 2022: ​ ​ ​ ​ ​ FPA assets at December 31, 2021 ​ $ (1,002,789) Change in fair value of FPA ​ 487,249 FPA assets at March 31, 2022 (unaudited) ​ ​ (515,540) Change in fair value of FPA ​ 70,348 FPA assets at June 30, 2022 (unaudited) ​ ​ 585,888 ​ ​ ​ ​ Working capital loan at December 31, 2021 ​ ​ — Issuance of loan ​ ​ 750,000 Working capital loan at March 31, 2022 (unaudited) ​ ​ 750,000 Issuance of loan ​ ​ 750,000 Working capital loan at June 30, 2022 (unaudited) ​ $ 1,500,000 ​ The following table provides the roll forward for the Level 3 investments for the three and six months ended June 30, 2021: ​ ​ ​ ​ ​ Warrant liabilities at March 4, 2021 $ 26,260,000 Change in fair value of warrant liabilities ​ 512,000 Warrant liabilities at March 31, 2021 (unaudited) ​ ​ 26,772,000 Transfers from Level 3 to Level 1 investments ​ (14,000,000) Warrants Issued on April 12, 2021 (unaudited) ​ ​ 103,000 Change in fair value of warrant liabilities ​ (821,885) Warrant liabilities at June 30, 2021 (unaudited) ​ $ 12,053,115
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 December 31, 2021 Unit Price ​ $ 10.00 ​ $ 10.00 ​ Remaining Term (in years) ​ 0.50 ​ ​ 0.50 ​ Risk-free rate ​ 1.06 % ​ 0.19 %
Working Capital Loan.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The following table presents the quantitative information regarding Level 3 fair value measurements of the working capital loan: ​ ​ ​ ​ ​ ​ June 30, 2022 Principal Outstanding $ 1,500,000 Expected Remaining Term (in years) 0.50 ​ Volatility 50.5 % Risk-Free Rate 2.97 %

Organization and Business Ope_2

Organization and Business Operations (Details)					6 Months Ended		12 Months Ended
	Mar. 04, 2022 shares	Apr. 14, 2021 USD ($) $ / shares shares	Mar. 04, 2021 USD ($) $ / shares shares	Dec. 28, 2020 item	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item				1
Payments for investment of cash in Trust Account						$ 425,000,000
Number of shares in a unit | shares			1
Percentage of redemption required if business combination is not completed by specified date					100%
Threshold business combination fair market value as percent of Trust assets					80%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)					2 days
Minimum net tangible assets of the target.					$ 5,000,001
Redemption period upon closure					10 days
Maximum allowed dissolution expenses					$ 100,000
Cash held in operating bank accounts					476,948		$ 149,845
Working capital deficit					(4,313,763)		(1,815,006)
Proceeds received from related party to cover certain expense payments in exchange for shares issued					25,000
Maximum borrowing capacity of related party promissory note					$ 300,000
Duration of business combination period					24 months
Working capital loan outstanding					$ 1,500,000		0
Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			12,400,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Transaction costs					782,812		782,812
Underwriting fees					762,300		762,300
Other offering costs					$ 20,512		20,512
Exercise price of warrants | $ / shares					$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (in shares) | shares			42,000,000
Price per share | $ / shares		$ 10	$ 10		$ 10
Proceeds from issuance initial public offering, gross					$ 425,000,000
Additional units sold of value		$ 5,000,000
Transaction costs			$ 23,731,835		24,012,335		24,012,335
Underwriting fees			8,400,000		8,500,000		8,500,000
Deferred underwriting fee payable			14,700,000		14,875,000		14,875,000
Other offering costs			631,835		$ 637,335		$ 637,335
Payments for investment of cash in Trust Account			$ 420,000,000
Number of shares in a unit | shares					1
Exercise price of warrants | $ / shares			$ 11.50
Number of warrants in a unit | shares	1		0.33
Common shares, par value, (per share) | $ / shares			$ 0.0001
Number of shares issuable per warrant | shares			0.33
Private Placement. | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			12,400,000
Additional units sold of shares | shares		100,000
Price of warrant | $ / shares					$ 1
Proceeds from issuance of warrants					$ 12,500,000
Exercise price of warrants | $ / shares					$ 11.50
Number of shares issuable per warrant | shares					1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (in shares) | shares		500,000	6,300,000
Additional units sold of shares | shares		500,000
Transaction costs		$ 280,500
Underwriting fees		100,000
Deferred underwriting fee payable		175,000
Other offering costs		$ 5,500
Over-allotment option | Private Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares					100,000
Working Capital Loan.
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity of related party promissory note					$ 1,500,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001		$ 0.0001
Class A Common Stock | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares			1
Common shares, par value, (per share) | $ / shares					$ 0.0001
Number of shares issuable per warrant | shares			1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Apr. 14, 2021	Mar. 04, 2021
Cash equivalents	$ 0		$ 0		$ 0
Federal depository insurance coverage	250,000		250,000
Provision for income taxes	108,315	$ 0	108,315	$ 0
Defered tax payable	108,315		108,315		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		$ 0		$ 0
Class A Common Stock
Common shares, shares issued	0		0		0
Common shares, shares outstanding	0		0		0
Class B Common Stock
Common shares, shares issued	10,625,000		10,625,000		10,625,000
Common shares, shares outstanding	10,625,000		10,625,000		10,625,000
Public Warrants
Transaction Costs	$ 782,812		$ 782,812		$ 782,812
Underwriting fees	762,300		762,300		762,300
Other offering costs	20,512		20,512		20,512
Initial Public Offering
Transaction Costs	24,012,335		24,012,335		24,012,335		$ 23,731,835
Underwriting fees	8,500,000		8,500,000		8,500,000		8,400,000
Deferred underwriting fee payable	14,875,000		14,875,000		14,875,000		14,700,000
Other offering costs	$ 637,335		$ 637,335		$ 637,335		$ 631,835
Over-allotment option
Transaction Costs						$ 280,500
Underwriting fees						100,000
Deferred underwriting fee payable						175,000
Other offering costs						$ 5,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of Net Loss Per Common Stock (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Net income (loss)	$ 3,090,719	$ 12,461,381	$ 371,144	$ (1,470,436)	$ 15,552,100	$ (1,099,292)
Class A Common Stock
Allocation of net income (loss)	$ 2,472,575		$ 296,915		$ 12,441,680	$ (879,434)
Weighted average shares outstanding, basic	42,500,000		42,433,333		42,500,000	27,750,000
Basic net income (loss) per share	$ 0.06		$ 0.01		$ 0.29	$ (0.03)
Weighted average shares outstanding, diluted	42,500,000		42,433,333		42,500,000	27,750,000
Diluted net income (loss) per share	$ 0.06		$ 0.01		$ 0.29	$ (0.03)
Class B Common Stock
Allocation of net income (loss)	$ 618,144		$ 74,229		$ 3,110,420	$ (219,858)
Weighted average shares outstanding, basic	10,625,000		10,606,944		10,625,000	10,553,472
Basic net income (loss) per share	$ 0.06		$ 0.01		$ 0.29	$ (0.03)
Weighted average shares outstanding, diluted	10,625,000		10,625,000		10,625,000	10,553,472
Diluted net income (loss) per share	$ 0.06		$ 0.01		$ 0.29	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares				6 Months Ended
	Mar. 04, 2022	Apr. 14, 2021	Mar. 04, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)				$ 0.0001	$ 0.0001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (in shares)			42,000,000
Number of shares in a unit				1
Common shares, par value, (per share)			$ 0.0001
Exercise price of warrants			$ 11.50
Number of warrants in a unit	1		0.33
Number of shares issuable per warrant			0.33
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Common shares, par value, (per share)				$ 0.0001
Number of shares issuable per warrant			1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (in shares)		500,000	6,300,000
Underwriters options period			45 days

Private Placement (Details)

Private Placement (Details) - Private Warrants - USD ($)	6 Months Ended
	Jun. 30, 2022	Mar. 04, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		12,400,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	100,000
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		12,400,000
Price of warrants	$ 1
Aggregate purchase price	$ 12,500,000
Number of shares issuable per warrant	1
Exercise price of warrant	$ 11.50
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Class B Common Stock					6 Months Ended
	Apr. 14, 2021 shares	Mar. 01, 2021 shares	Feb. 19, 2021 shares	Dec. 30, 2020 USD ($) D $ / shares shares	Jun. 30, 2022 shares	Dec. 31, 2021 shares
Related Party Transaction [Line Items]
Share dividend		2,012,500	2,875,000
Aggregate number of shares owned		12,075,000	10,062,500
Shares subject to forfeiture					1,575,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					20%
Common shares, shares issued					10,625,000	10,625,000
Common shares, shares outstanding					10,625,000	10,625,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Aggregate purchase price | $				$ 25,000
Share dividend		2,012,500	2,875,000
Aggregate number of shares owned		12,075,000	10,062,500
Shares subject to forfeiture				1,575,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20%
Forfeited shares	1,450,000
Common shares, shares issued	10,625,000
Common shares, shares outstanding	10,625,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 01, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 30, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000		$ 300,000
Working capital loan outstanding		1,500,000		1,500,000		$ 0
Working capital loans warrant
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party debt		$ 1,500,000		1,500,000
Repay Working Capital Loan proceeds held in Trust Account				$ 0
Price of warrant		$ 1		$ 1
Working capital loan at fair value		$ 1,500,000		$ 1,500,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 300,000
Outstanding balance of related party note		0		0		0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 40,521
Expenses incurred and paid		121,563	$ 40,521	243,126	$ 162,084
Diligence Services
Related Party Transaction [Line Items]
Expenses incurred and paid		142,411	$ 190,247	385,706	$ 190,247
Amount accrued		$ 720,435		$ 720,435		314,367
Amount paid						$ 417,185

Commitments and Contingencies (

Commitments and Contingencies (Details)				6 Months Ended
	Dec. 06, 2021 USD ($) $ / shares shares	Apr. 14, 2021 USD ($) $ / shares shares	Mar. 04, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item $ / shares
Maximum number of demands for registration of securities | item				3
Deferred fee per unit | $ / shares				$ 0.35
Aggregate deferred underwriting fee payable | $				$ 14,875,000
Underwriter cash discount | $		$ 100,000	$ 8,400,000
Forward Purchase Agreements | Maximum
Aggregate purchase price | $				$ 120,000,000
Forward Purchase Agreements | Unsecured Convertible Notes Payable
Face amount | $	$ 80,000,000
Aggregate amount | $	$ 80,000,000
Initial Public Offering
Sale of Units in Initial Public Offering (in shares) | shares			42,000,000
Price per share | $ / shares		$ 10	$ 10	$ 10
Number of shares issuable per warrant | shares			0.33
Exercise price of warrants | $ / shares			$ 11.50
Over-allotment option
Sale of Units in Initial Public Offering (in shares) | shares		500,000	6,300,000
Underwriters options period			45 days
Forward Purchase Securities
Number of shares issued | shares	4,000,000
Price per share | $ / shares	$ 10
Number of warrants in a forward purchase securities | shares	0.16
Number of shares in a forward purchase securities | shares	1
Number of shares issuable per warrant | shares	1
Exercise price of warrants | $ / shares	$ 11.50
Proceeds from issuance of warrants | $	$ 40,000,000
Forward Purchase Securities | Maximum
Aggregate purchase price | $	$ 40,000,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption
Gross proceeds	$ 425,290,817	$ 425,000,000
Proceeds allocated to Public Warrants		(14,026,667)
Class A common stock issuance costs		(23,229,523)
Accretion of carrying value to redemption value	290,817	37,256,190
Class A common stock subject to possible redemption	$ 425,290,817	$ 425,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Class A Common Stock Subject to Possible Redemption
Class A common stock subject to possible redemption, authorized (in shares) | shares	400,000,000	400,000,000
Class A common stock subject to possible redemption, par value per share | $ / shares	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, votes per share | Vote	1
Class A common stock subject to possible redemption, outstanding (in shares) | shares	42,500,000	42,500,000
Class A common stock subject to possible redemption, price per share | $ / shares	$ 10.01	$ 10
Gross proceeds | $	$ 425,290,817	$ 425,000,000

Stockholders' Equity (Deficit)

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

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) - Common Stock Shares (Details)				6 Months Ended
	Apr. 14, 2021 shares	Mar. 01, 2021 shares	Feb. 19, 2021 shares	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)				42,500,000	42,500,000
Class A common stock subject to possible redemption, outstanding (in shares)				42,500,000	42,500,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				400,000,000	400,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share | Vote				1
Common shares, shares issued (in shares)				0	0
Common shares, shares outstanding (in shares)				0	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)				40,000,000	40,000,000
Common shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share | Vote				1
Common shares, shares issued (in shares)				10,625,000	10,625,000
Common shares, shares outstanding (in shares)				10,625,000	10,625,000
Shares subject to forfeiture				1,575,000
Aggregate number of shares owned		12,075,000	10,062,500
Conversion ratio				1
Share dividend		2,012,500	2,875,000
Number of shares for which forfeiture condition has expired (in shares)	1,450,000
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders				20%

Fair Value Measurements - Finan

Fair Value Measurements - Financial assets and financial liabilities measured at fair value on a recurring basis and quantitative information (Details)	Jun. 30, 2022 USD ($) Y $ / shares	Dec. 31, 2021 USD ($) $ / shares Y
Assets:
Investments held in Trust Account	$ 425,641,451	$ 425,037,665
Forward Purchase Agreement | Unit Price
Liabilities:
Measurement Input | $ / shares	10	10
Forward Purchase Agreement | Expected Remaining Term (in years)
Liabilities:
Measurement Input | Y	0.50	0.50
Forward Purchase Agreement | Risk-free rate
Liabilities:
Measurement Input	1.06	0.19
Recurring | Level 1
Assets:
Investments held in Trust Account	$ 425,641,451	$ 425,037,665
Financial Assets Fair Value	425,641,451	425,037,665
Liabilities:
Financial Liabilities Fair Value	1,700,000	11,190,235
Recurring | Level 2
Liabilities:
Financial Liabilities Fair Value	1,500,000	9,873,737
Recurring | Level 3
Assets:
Forward Purchase Agreement	585,888	1,002,789
Financial Assets Fair Value	585,888	1,002,789
Liabilities:
Financial Liabilities Fair Value	1,500,000
Recurring | Public Warrants | Level 1
Liabilities:
Financial Liabilities Fair Value	1,700,000	11,190,235
Recurring | Private Warrants | Level 2
Liabilities:
Financial Liabilities Fair Value	1,500,000	$ 9,873,737
Recurring | Working Capital Loan. | Level 3
Liabilities:
Financial Liabilities Fair Value	$ 1,500,000

Fair Value Measurements - Rollf

Fair Value Measurements - Rollforward for the Level 3 investments (Details) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 12, 2021	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities at the beginning balance		$ 26,260,000			$ 26,772,000
Transfers from Level 3 to Level 1 investments					(14,000,000)
Change in fair value of warrant liabilities		512,000			(821,885)
Warrants Issued	$ 103,000
Warrant liabilities at the ending balance		$ 26,772,000			$ 12,053,115
Working capital loan at ending of balance			$ 3,200,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FPA assets at the beginning balance			(515,540)	$ (1,002,789)
Change in fair value of FPA			70,348	487,249
FPA assets at the ending balance			585,888	(515,540)
Working capital loan at beginning balance			750,000
Issuance of loan			750,000	750,000
Working capital loan at ending of balance			$ 1,500,000	$ 750,000

Fair Value Measurements - Level

Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Level 3 - Working Capital Loan.	Jun. 30, 2022 USD ($) Y
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal Outstanding | $	$ 1,500,000
Expected Remaining Term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input | Y	0.50
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	50.5
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	2.97

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Fair Value Measurements
Amount of transfers from level 3 to level 1		$ 14,000,000
Working capital loan - Related Party	$ 1,500,000

Warrant Liabilities (Details)

Warrant Liabilities (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Mar. 04, 2021
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding	26,666,666	26,666,666	26,666,666
Warrant liabilities	$ 3,200,000	$ 3,200,000		$ 26,260,000
Change in fair value of warrant liabilities	$ (3,466,666)	$ (17,863,972)
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Threshold percentage of consideration receivable by the holders of shares in business combination as alternative issuance provision contained in warrant agreement		70%
Threshold period for registered holder of the warrant to exercise warrant, following the public disclosure of the consummation of such Business Combination		30 days
Threshold trading days for calculating volume-weighted average price		10 days
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the initial public offering		12 months
Public Warrants expiration term	5 years	5 years
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination		60 days
Warrants outstanding	14,166,666	14,166,666	14,166,666
Public Warrants | Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Price per share	$ 18	18
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days
Public Warrants | Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00
Subsidiary, Sale of Stock [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10
Price per share	10	10
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Share price	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds		60%
Threshold trading days for calculating market value		20 days
Private Warrants.
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding	12,500,000	12,500,000	12,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding	266,666	266,666