Gores Holdings VIII (GIIX) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	GORES HOLDINGS VIII, INC.
Entity Central Index Key	0001841080
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40105
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3010982
Entity Address, Address Line One	6260 Lookout Rd.
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	310
Local Phone Number	209-3010
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GIIX
Security Exchange Name	NASDAQ
Class F Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	GIIXW
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	GIIXU
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 817,967	$ 317,220
Prepaid assets	387,221	1,090,278
Total current assets	1,205,188	1,407,498
Cash, cash equivalents and other investments held in Trust Account	345,879,292	345,030,739
Total assets	347,084,480	346,438,237
Current liabilities:
Accrued expenses, formation and offering costs	5,874,699	3,175,067
State franchise tax accrual	30,000	200,000
Notes and advances payable – related party	1,950,000	1,350,000
Total current liabilities	14,697,115	19,501,774
Deferred underwriting compensation	12,075,000	12,075,000
Total liabilities	26,772,115	31,576,774
Commitments and contingencies
Class A Common Stock subject to possible redemption, 34,500,000 and 34,500,000 shares at September 30, 2022 and December 31, 2021, respectively (at redemption value of $10.01 and $10.00 per share, respectively)	345,505,792	345,000,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at September 30, 2022 and December 31, 2021, respectively
Accumulated deficit	(25,194,290)	(30,139,400)
Total stockholders’ equity (deficit)	(25,193,427)	(30,138,537)
Total liabilities and stockholders’ equity (deficit)	347,084,480	346,438,237
Class F Common Stock
Stockholders’ equity (deficit):
Common stock value	863	863
Public Warrants
Current liabilities:
Warrants derivative liability	4,053,750	8,754,375
Private Placement Warrants
Current liabilities:
Warrants derivative liability	$ 2,788,666	$ 6,022,332

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A subject to possible redemption, shares	34,500,000	34,500,000
Class A subject to possible redemption, redemption value per share	$ 10.01	$ 10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Professional fees and other expenses	$ (1,542,481)	$ (401,452)	$ (4,389,221)	$ (2,193,558)
State franchise taxes, other than income tax	(50,000)	(50,000)	(150,000)	(150,000)
Gain/(loss) from change in fair value of warrant liabilities	(3,130,041)	1,164,667	7,934,291	3,057,250
Allocated expense for warrant issuance cost			(378,413)	(378,413)
Net income/(loss) from operations	(4,722,522)	713,215	3,395,070	335,279
Other income - interest income	1,555,391	4,440	2,055,832	23,450
Net income/(loss) before income taxes	(3,167,131)	717,655	5,450,902	358,729
Net income/(loss) attributable to common shares	$ (3,167,131)	$ 717,655	$ 5,450,902	$ 358,729
Class A Common Stock
Net income/(loss) per common stock:
Common Stock - basic and diluted	$ (0.06)	$ 0.02	$ 0.14	$ (0.72)
Class F Common Stock
Net income/(loss) per common stock:
Common Stock - basic and diluted	$ (0.13)	$ 0.02	$ 0.07	$ (0.72)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Common Stock Class F Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (1,200)			$ (1,200)
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value	25,000	$ 863	$ 24,137
Sale of Class F Common Stock to Sponsor on January 11, 2021 at $0.0001 par value (in shares)		8,625,000
Excess of fair value paid by founders for warrants	4,272,001		4,272,001
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital	(4,296,138)		$ (4,296,138)
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit	(21,458,734)			(21,458,734)
Net income (loss)	(358,926)			(358,926)
Ending Balance at Jun. 30, 2021	(21,817,997)	$ 863		(21,818,860)
Ending Balance (in shares) at Jun. 30, 2021		8,625,000
Beginning Balance at Dec. 31, 2020	(1,200)			(1,200)
Net income (loss)	358,729
Ending Balance at Sep. 30, 2021	(21,100,342)	$ 863		(21,101,205)
Ending Balance (in shares) at Sep. 30, 2021		8,625,000
Beginning Balance at Jun. 30, 2021	(21,817,997)	$ 863		(21,818,860)
Beginning Balance (in shares) at Jun. 30, 2021		8,625,000
Net income (loss)	717,655			717,655
Ending Balance at Sep. 30, 2021	(21,100,342)	$ 863		(21,101,205)
Ending Balance (in shares) at Sep. 30, 2021		8,625,000
Beginning Balance at Dec. 31, 2021	(30,138,537)	$ 863		(30,139,400)
Beginning Balance (in shares) at Dec. 31, 2021		8,625,000
Net income (loss)	8,618,033			8,618,033
Ending Balance at Jun. 30, 2022	(21,520,504)	$ 863		(21,521,367)
Ending Balance (in shares) at Jun. 30, 2022		8,625,000
Beginning Balance at Dec. 31, 2021	(30,138,537)	$ 863		(30,139,400)
Beginning Balance (in shares) at Dec. 31, 2021		8,625,000
Net income (loss)	5,450,902
Ending Balance at Sep. 30, 2022	(25,193,427)	$ 863		(25,194,290)
Ending Balance (in shares) at Sep. 30, 2022		8,625,000
Beginning Balance at Jun. 30, 2022	(21,520,504)	$ 863		(21,521,367)
Beginning Balance (in shares) at Jun. 30, 2022		8,625,000
Net income (loss)	(3,167,131)			(3,167,131)
Increase in redemption value of Class A common stock subject to redemption	(505,792)			(505,792)
Ending Balance at Sep. 30, 2022	$ (25,193,427)	$ 863		$ (25,194,290)
Ending Balance (in shares) at Sep. 30, 2022		8,625,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Dec. 13, 2021	Jun. 30, 2021
Common stock, par value			$ 0.000001
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ 5,450,902	$ 358,729
Changes in state franchise tax accrual	(170,000)	149,550
Changes in prepaid assets	703,057	(1,350,591)
Changes in accrued expenses, formation and offering costs	2,699,632	1,265,912
Issuance costs related to warrant liabilities		378,413
Changes in fair value warrants derivative liabilities	(7,934,291)	(3,057,250)
Net cash provided by/(used in) operating activities	749,300	(2,255,237)
Cash flows from investing activities:
Cash deposited in Trust Account		(345,000,000)
Interest reinvested in the Trust Account	(848,553)	(23,450)
Net cash used in investing activities	(848,553)	(345,023,450)
Cash flows from financing activities:
Proceeds from sale of Units in Public Offering		345,000,000
Proceeds from sale of Private Placement Warrants to Sponsor		8,900,000
Proceeds from sale of Class F Common Stock to Sponsor		25,000
Proceeds from notes and advances payable – related party	600,000	1,975,000
Repayment of notes and advances payable – related party		(625,000)
Payment of underwriter's discounts and commissions		(6,900,000)
Payment of accrued offering costs		(430,785)
Net cash provided by financing activities	600,000	347,944,215
Increase in cash	500,747	665,528
Cash at beginning of period	317,220
Cash at end of period	817,967	665,528
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation		12,075,000
Supplemental disclosure of income and franchise taxes paid:
Cash paid for income and state franchise taxes	$ 320,000	$ 450

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and General Gores Holdings VIII, Inc. (the “Company”) was incorporated in Delaware on September 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not engaged in any operations other than to identify and consummate a Business Combination, and has not generated any operating revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor VIII, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 st The Company completed the Public Offering on March 1, 2021 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Proposed Business Combination On December 13, 2021, Gores Holdings VIII, Inc. entered into an Agreement and Plan of Merger (as amended on May 20, 2022 (“Amendment No.1”) and on September 5, 2022 (“Amendment No.2”), the “Merger Agreement”), by and among the Company, Frontier Merger Sub, Inc. (“First Merger Sub”), Frontier Merger Sub II, LLC (“Second Merger Sub”), and Footprint International Holdco, Inc. (“Footprint”), which provides for, among other things: (a) the merger of First Merger Sub with and into Footprint, with Footprint continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Footprint with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company and the Board of Directors of Footprint (the “Footprint Board”) on December 13, 2021. The Merger Agreement Merger Consideration Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, (a) each share of (i) Footprint’s common stock, par value $0.000001 per share (“Footprint Common Stock”), including shares of Footprint Common Stock issuable pursuant to the exercise of warrants to purchase Footprint Common Stock (“Footprint Warrants”), will be converted into the right to receive a number of newly-issued shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Company Class A Stock”), equal to the Per Share Company Common Stock Consideration (as defined in the Merger Agreement), (ii) Footprint’s Class A preferred stock, par value $0.001 per share (“Footprint Class A Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class A Preferred Stock Consideration (as defined in the Merger Agreement), (iii) Footprint’s Class B preferred stock, par value $0.001 per share (“Footprint Class B Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class B Preferred Stock Consideration (as defined in the Merger Agreement), (iv) Footprint’s Class C preferred stock, par value $0.001 per share (“Footprint Class C Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class C Preferred Stock Consideration and (v) Footprint’s Class D preferred stock, par value $ 0.001 per share (“Footprint Class D Preferred Stock”), will be converted into the right to receive a number of newly-issued shares of Company Class A Stock equal to the Per Share Company Class D Preferred Stock Consideration (as defined in the Merger Agreement) and (b) each of the promissory notes outstanding that entitle the holder thereof to convert outstanding amounts into shares of capital stock of Footprint (“Footprint Convertible Promissory Notes”) will be converted into the right to receive a number of newly-issued shares of Company Class A Stock set forth on the Company Closing Certificate (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company is required to use reasonable best efforts to cause the shares of Company Class A Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement (the “Business Combination”) to be listed on the Nasdaq Capital Market (the “NASDAQ”) at the closing of the Business Combination. Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders, holders of stock options of Footprint, holders of Footprint Warrants and holders of Footprint Convertible Promissory Notes will be an aggregate of 106,757,750 shares of Company Class A Stock (deemed to have a value of $10.00 per share). In addition to the consideration to be paid at the closing of the Business Combination, certain stockholders and holders of stock options of Footprint will be entitled to receive, pursuant to the Merger Agreement and the Parent Performance Plan (as defined in the Merger Agreement), additional shares of Company Class A Stock or performance-based restricted stock units from the Company, as applicable, subject to the terms provided in the Merger Agreement and the Parent Performance Plan. Treatment of Footprint’s Stock Options Pursuant to the Merger Agreement, at the closing of the Business Combination, each of Footprint’s stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Class A Stock and at an adjusted exercise price per share as determined pursuant to the terms of the Merger Agreement. Each such converted option will be subject to the same terms and conditions as were applicable to the corresponding Footprint stock option as of immediately prior to the closing of the Business Combination. Representations, Warranties and Covenants The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Business Combination. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Footprint to use their reasonable best efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Footprint to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Business Combination. Conditions to Consummation of the Business Combination The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining after the completion of the contemplated redemption offer in relation to Company Class A Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by holders of a majority of the voting power of the outstanding shares of Footprint Common Stock (the “Footprint Stockholder Approval”), (f) the effectiveness of the Registration Statement under the Securities Act, (g) the receipt of the approval for listing by NASDAQ of the Company Class A Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing, and (h) the Closing Parent Cash (as defined in the Merger Agreement) being equal to or exceeding $ 550,000,000 . Following approval of the Merger Agreement and the transactions contemplated thereby by the Footprint Board, and receipt of the recommendation of the Footprint Board to adopt the Merger Agreement and approve the transactions contemplated thereby, Footprint stockholders holding a sufficient amount of Footprint Common Stock delivered a written consent adopting the Merger Agreement and approving the transactions contemplated by the Merger Agreement, and no further approval of Footprint’s stockholders is required with respect to the consummation of the transactions contemplated by the Merger Agreement. Termination Amendment No.2 further provided for the extension of the Termination Date (as defined in the Merger Agreement) from July 13, 2022 to November 15, 2022. The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required Company stockholder vote and Footprint Stockholder Approval has been obtained) by mutual written consent of the Company and Footprint and in certain other circumstances, including if the Business Combination has not been consummated by November 15, 2022 (the “Termination Date”) and the delay in closing prior to such date is not due to the breach of the Merger Agreement by the party seeking to terminate. The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the Merger Agreement and are subject to important qualifications and limitations agreed to by the contracting parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the respective parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to the Company’s investors and security holders. Company investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties or covenants of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Entry Into the Backstop Agreements On September 5, 2022, in connection with the execution of Amendment No.2, Footprint, the Company and 222 Investment, LLC, an entity affiliated with Don Thompson, the Chairman of Footprint’s board of directors (“222 Investments”), entered into a Backstop Agreement (the “222 Backstop Agreement”). Pursuant to the 222 Backstop Agreement and subject to the terms and conditions contained therein, 222 Investments has committed to purchase from the Company, upon the election of Footprint and the Company and in connection with the closing of the Business Combination, between 10,000,000 and 25,000,000 shares of a newly created Class A preferred stock, par value $0.0001 per share (the Class A Preferred Stock”), at a price of $10.00 per share (the “222 Preferred Shares”). Additionally, on the same date, the Sponsor provided the Company and Footprint with a commitment letter to purchase up to 5,460,000 shares of Class A Preferred Stock, at a price of $10.00 per share (the “Sponsor Preferred Shares” and together with the 222 Preferred Shares, the “Backstop Shares”) and on substantially similar terms as those set forth in the 222 Backstop Agreement (the “Sponsor Commitment Letter” and, together with the 222 Backstop Agreement, the “Backstop Agreements”). PIPE Subscription Agreements; Termination of KSP Subscription Agreement; May Footprint Class C Financing; Termination of Sponsor Subscription Agreement; August Convertible Note Financing; Footprint Class D Financing On December 13, 2021, the Company entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors, including certain individuals (each, an “Individual Investor Subscription Agreement”), institutional investors (each, an “Institutional Investor Subscription Agreement”), KSP Footprint Investments, LLC (the “Koch Preference Subscriber”) and Gores Sponsor VIII LLC (the “Sponsor Subscription Agreement,” and, together with the Individual Investor Subscription Agreement, the Institutional Investor Subscription Agreement, and the Koch Preference Subscriber, the “PIPE Subscription Agreements”), pursuant to which the investors have agreed to purchase an aggregate of 31,055,000 shares of Company Class A Stock in a private placement for $10.00 per share (the “PIPE Investment”). As part of the PIPE Investment, the Koch Preference Subscriber agreed to purchase 2,500,000 shares of Class A Stock, at a price per share of $10.00 for an aggregate purchase price of $25,000,000 (the “KSP Subscription Agreement”). On May 20, 2022, Footprint issued and sold 1,000 shares of Footprint’s Class C Non-Participating Preferred Stock, par value $0.001 per share, at a purchase price of $25,000 per share, for a total purchase price of $25,000,000 (the “May Footprint Class C Financing”) to the Koch Preference Subscriber. In connection with the May Footprint Class C Financing, the parties terminated the KSP Subscription Agreement (the “May Termination Agreement”). As a result, the aggregate number of shares to be purchased in the PIPE Investment will be 28,555,000 shares of Class A Stock at $10.00 per share for an aggregate purchase price equal to $285,550,000. In connection with the execution of Amendment No.2 to the Merger Agreement, certain Subscribers agreed to amend the terms of the Subscription Agreements (“Subscription Agreement Amendments”) to consent to (a) the terms of Amendment No.2 to the Merger Agreement and (b) amend the terms of the Subscription Agreements such that each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) upon the mutual written agreement of the parties to such Subscription Agreement; (iii) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and (iv) 30 days after October 31, 2022, if the closing of the Business Combination shall not have occurred by such date other than as a result of a breach of the investor’s obligations under the Subscription Agreement unless further extended by the subscribers to the PIPE Investment. On August 19, 2022, Footprint issued and sold to certain purchasers, including certain persons affiliated with the Sponsor, $39,500,000 in aggregate principal amount of unsecured convertible promissory notes (the “Footprint August Note Financing”). In addition, on September 6, 2022, Footprint agreed to issue and sell 3,000 shares of Footprint’s Class D Non-Participating Preferred Stock, par value $0.001 per share, at a purchase price of $25,000 per share, for a total purchase price of $75,000,000 (the “Footprint Class D Financing”) to KSP Footprint Investments, LLC. In connection with the Footprint August Note Financing and the Footprint Class D Financing, the parties terminated the Sponsor Subscription Agreement (the “September Termination Agreement”). As a result, the aggregate number of shares to be purchased in the PIPE Investment will be 9,090,000 shares of Class A Stock at $10.00 per share for an aggregate purchase price equal to $90,900,000. Amendment to the Waiver and Share Surrender Agreement On December 13, 2021, the Company entered a Waiver and Share Surrender Agreement (the “Waiver Agreement”) with the Sponsor and each holder (including the Sponsor) (each, a “Class F Holder,” and, collectively, the “Class F Holders”) of the Company’s Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”), pursuant to which (a) the Class F Holders have agreed to waive certain of the anti-dilution rights in respect of their Class F Common Stock and (b) the Sponsor has agreed to irrevocably surrender 1,501,650 shares of Class F Common Stock, in each case, in connection with, and subject to, the closing of the Business Combination. On May 20, 2022, the parties to the Waiver and Share Surrender Agreement entered into Amendment No. 1 to the Waiver and Share Surrender Agreement (the “Waiver and Share Surrender Agreement Amendment”), pursuant to which the Sponsor has agreed to irrevocably surrender a total of 1,751,925 shares of Class F Stock, in connection with, and subject to, the closing of the Business Combination. On September 5, 2022, the parties to the Waiver and Share Surrender Agreement entered into Amendment No.2 to the Waiver and Share Surrender Agreement (the “Waiver and Share Surrender Agreement Amendment No.2”) pursuant to which the Sponsor has agreed to irrevocably surrender a total of 2,502,750 shares of Class F Stock, in connection with, and subject to, the closing of the Business Combination. Financing Upon the closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $345,000,000 was placed in a Trust Account with Computershare acting as trustee (the “Trust Account”). The Company intends to finance a Business Combination with the net proceeds from its $345,000,000 Public Offering and its sale of $8,900,000 of Private Placement Warrants. See also “—PIPE Subscription Agreements; Termination of KSP Subscription Agreement; May Footprint Class C Financing; Termination of Sponsor Subscription Agreement; August Convertible Note Financing; Footprint Class D Financing” and “—Entry into the Backstop Agreements” above. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940 (the “Investment Company Act”), as amended, that invest only in direct U.S. government obligations. As of September 30, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (a) the completion of the Business Combination; or (b) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (c) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (a) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (b) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. For business and other reasons, the Company has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote to approve the Business Combination rather than a tender offer. As a result of the foregoing redemption provisions, the public shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company will have until March 1, 2023 to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 the initial public offering price per Unit in the Public Offering. Emerging Growth Company 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 Securities Exchange Act of 1934, as amended (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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 September 30, 2022 and 2021 and the results of operations and cash flows for the periods presented. Operating results for the period ended September 30, 2022 and 2021 are not necessarily indicative of results that may be expected for the full year or any other period. Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At September 30, 2022 and 2021, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ (2,533,705 ) $ (633,426 ) $ 574,124 $ 143,531 $ 4,360,722 $ 1,090,180 $ (19,427,255 ) $ (5,968,888 ) Increase in redemption value of Class A common stock subject to redemption 505,792 (505,792 ) - - 505,792 (505,792 ) - - Total Numerator: $ (2,027,913 ) $ (1,139,218 ) $ 574,124 $ 143,531 $ 4,866,514 $ 584,388 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ (0.06 ) $ (0.13 ) $ 0.02 $ 0.02 $ 0.14 $ 0.07 $ (0.72 ) $ (0.72 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”), and the forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that the Warrant Securities and forward purchase agreements could not be accounted for as components of equity. As the Warrant Securities and forward purchase agreements meet the definition of a derivative in accordance with ASC 815, the Warrant Securities and forward purchase agreements are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits. Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2022, the Company had $345,879,292 in the Trust Account which may be utilized for Business Combinations. At September 30, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (a) the completion of the Business Combination; (b) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (c) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material. Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and ( c ) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law . 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 the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2022 and December 31, 2021, the Company had current liabilities of $14,697,115 and $19,501,774, respectively, and a working capital deficit of ($13,491,927) and ($18,094,276), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2022, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 1, 2023 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 1, 2023.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2022
Public Offering [Abstract]
Public Offering	3. Public Offering Public Units On March 1, 2021, the Company sold 34,500,000 units at a price of $10.00 per unit (the “Units”), including 4,500,000 Units as a result of the underwriter’s full exercise of its over-allotment option, generating gross proceeds of $345,000,000. Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-eighth The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features do not qualify for equity classification in FASB ASC Topic 815-40 “ Derivatives and Hedging – Contracts in Entity’s Own Equity .” The fair value of the public warrants at December 31 , 2021 was a liability of $ 8,754,375 . At September 30, 2022 , the fair value has decreased to $ . The change in fair value of $ is reflected as a gain in the statement s of operations. All of the 34,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “ Debt – Debt with Conversion and Other Options Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 30, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. As of September 30, 2022 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (6,727,500 ) Class A shares issuance costs (19,027,372 ) Plus: Accretion of carrying value to redemption value 25,754,872 Increase in redemption value to $10.01 per Class A common stock subject to redemption 505,792 Contingently redeemable Class A Common Stock $ 345,505,792

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares On January 11, 2021, the Sponsor purchased 8,625,000 shares of Class F Common Stock, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment is exercised. As a result of the underwriter’s election to fully exercise its over-allotment option, 1,125,000 Founder Shares are no longer subject to forfeiture. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Public Offering. On February 23, 2021, the Sponsor transferred 25,000 Founder Shares to each of the three independent directors at their original purchase price. At September 30, 2022, there was an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation. The sale of the Founders Shares is in the scope of FASB ASC Topic 718, “ Compensation-Stock Compensation Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 2,966,666 whole warrants at a price of $3.00 per warrant (a purchase price of approximately $8,900,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering, except the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by our Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, due to their terms. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on March 1, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan Prior to the completion of the Public Offering, the Sponsor loaned the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor of the Sponsor to cover organization expenses and expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of January 31, 2022 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. On March 19, 2021, the Sponsor made available to the Company a loan of up to $4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for on-going operational expenses and certain other expenses in connection with the Business Combination. The note is unsecured, non-interest bearing and matures on the earlier of: (a) February 11, 2023 or (b) the date on which the Company consummates the Business Combination. As of September 30, 2022, the amount advanced by Sponsor to the Company was $1,950,000. In addition, in order to finance transaction costs in connection with our Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants at a price of $ 3.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 per month for office space, utilities, and secretarial support. Services commenced on February 25, 2021 (the date the securities were first listed on the Nasdaq Capital Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the nine months ended September 30, 2022 the Company paid the affiliate $180,000. For the period commencing February 25, 2021 through September 30, 2022 the Company has paid the affiliate $382,857. See also “—PIPE Subscription Agreements; Termination of KSP Subscription Agreement; May Footprint Class C Financing; Termination of Sponsor Subscription Agreement; August Convertible Note Financing; Footprint Class D Financing” and “—Entry into the Backstop Agreements” above.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	9 Months Ended
	Sep. 30, 2022
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $12,075,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the NYSE, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination and any amendment to our certificate of incorporation to extend the time to consummate an initial business combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial business combination. Consequently, the value of your investment in our securities may decrease as a result of the Excise Tax. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain. The Excise Tax could impact the proceeds held in the trust account, in which case the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rates differ from the federal statutory rate primarily due to the fair value on instruments treated as debt for GAAP and equity for tax purposes, which is not deductible for income tax purposes, for 2021 and 2022. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the period ended September 30, 2022. As of September 30, 2022, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	7. Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2021 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date and March 31, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public in close proximity to the Company’s IPO Closing Date. At September 30, 2022, there were observable transactions in the Company’s public warrants. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. On September 30, 2022, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.94 per warrant at September 30, 2022. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public and Private Warrants as of September 30, 2022, is classified as Level 1 and Level 2, respectively, due to the use of both observable inputs in an active market as well as quoted prices in active markets for similar assets and liabilities. As of September 30, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were $2.8 million and $4.1 million, respectively, based on the closing price of GIIXW on that date of $0.94. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $6.0 million and $8.8 million, respectively, based on the closing price of GIIXW on that date of $2.03. The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 Change in fair value (3,233,666 ) (4,700,625 ) (7,934,291 ) Fair value at September 30, 2022 $ 2,788,666 $ 4,053,750 $ 6,842,416 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,879,292 $ 345,879,292 $ — $ — Derivative warrant liabilities: Public warrants (4,053,750 ) (4,053,750 ) — — Private placement warrants (2,788,666 ) — (2,788,666 ) —

Common and Preferred Stock

Common and Preferred Stock	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Common and Preferred Stock	8. Common and Preferred Stock Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A Common Stock and 8,625,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding.

Risk and Uncertainties

Risk and Uncertainties	9 Months Ended
	Sep. 30, 2022
Risks And Uncertainties [Abstract]
Risk and Uncertainties	9. Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation on the Company’s business objectives and has concluded that while it is reasonably possible that the virus, interest rates and/or inflation 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 financial statements. Additionally, various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. In February 2022, the Russian Federation and Belarus commenced military action with the country of Ukraine. As a result of this action, various nations have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions and resulting market volatility could adversely affect the Company’s ability to complete a business combination. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules, may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events Management has performed an evaluation of subsequent events through November 10, 2022, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“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 September 30, 2022 and 2021 and the results of operations and cash flows for the periods presented. Operating results for the period ended September 30, 2022 and 2021 are not necessarily indicative of results that may be expected for the full year or any other period.
Net Income/(Loss) Per Common Share	Net Income/(Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class F Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 7,279,166 shares of Common Stock at $11.50 per share were issued on March 1, 2021. At September 30, 2022 and 2021, no warrants had been exercised. The 7,279,166 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ (2,533,705 ) $ (633,426 ) $ 574,124 $ 143,531 $ 4,360,722 $ 1,090,180 $ (19,427,255 ) $ (5,968,888 ) Increase in redemption value of Class A common stock subject to redemption 505,792 (505,792 ) - - 505,792 (505,792 ) - - Total Numerator: $ (2,027,913 ) $ (1,139,218 ) $ 574,124 $ 143,531 $ 4,866,514 $ 584,388 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ (0.06 ) $ (0.13 ) $ 0.02 $ 0.02 $ 0.14 $ 0.07 $ (0.72 ) $ (0.72 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) approximates the carrying amounts represented in the balance sheet.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities	Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”), and the forward purchase agreements in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that the Warrant Securities and forward purchase agreements could not be accounted for as components of equity. As the Warrant Securities and forward purchase agreements meet the definition of a derivative in accordance with ASC 815, the Warrant Securities and forward purchase agreements are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 34,500,000 shares of Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the redemption and repurchase provisions of the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. Periodically, the Company may maintain balances in various operating accounts in excess of federally insured limits.
Cash, Cash Equivalents and Other Investments Held in Trust Account	Cash, Cash Equivalents and Other Investments Held in Trust Account At September 30, 2022, the Company had $345,879,292 in the Trust Account which may be utilized for Business Combinations. At September 30, 2022, the Trust Account consisted of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (a) the completion of the Business Combination; (b) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination by March 1, 2023; or (c) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination by March 1, 2023, subject to the requirements of law and stock exchange rules.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements based on current operations of the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a Business Combination is completed where the impact could be material.
Going Concern Consideration	Going Concern Consideration If the Company does not complete its Business Combination by March 1, 2023, the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and ( c ) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law . 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 the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by March 1, 2023, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at September 30, 2022 and December 31, 2021, the Company had current liabilities of $14,697,115 and $19,501,774, respectively, and a working capital deficit of ($13,491,927) and ($18,094,276), respectively, the balances of which are primarily related to warrants we have recorded as liabilities as described in Notes 2 and 3. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after September 30, 2022, and amounts are continuing to accrue. Additionally, the warrant liability will not impact the Company’s liquidity until a Business Combination has been consummated, as they do not require cash settlement until such event has occurred. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 1, 2023 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 1, 2023.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share for Each Class of Common Stock	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss)per share for each class of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Class A Class F Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss), including accretion of temporary equity $ (2,533,705 ) $ (633,426 ) $ 574,124 $ 143,531 $ 4,360,722 $ 1,090,180 $ (19,427,255 ) $ (5,968,888 ) Increase in redemption value of Class A common stock subject to redemption 505,792 (505,792 ) - - 505,792 (505,792 ) - - Total Numerator: $ (2,027,913 ) $ (1,139,218 ) $ 574,124 $ 143,531 $ 4,866,514 $ 584,388 $ (19,427,255 ) $ (5,968,888 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000 34,500,000 8,625,000 27,043,956 8,309,066 Basic and diluted net income/(loss) per share $ (0.06 ) $ (0.13 ) $ 0.02 $ 0.02 $ 0.14 $ 0.07 $ (0.72 ) $ (0.72 )

Public Offering (Tables)

Public Offering (Tables)	9 Months Ended
	Sep. 30, 2022
Public Offering [Abstract]
Schedule of Class A Common Stock Reflected on Balance Sheet	As of September 30, 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table. As of September 30, 2022 Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (6,727,500 ) Class A shares issuance costs (19,027,372 ) Plus: Accretion of carrying value to redemption value 25,754,872 Increase in redemption value to $10.01 per Class A common stock subject to redemption 505,792 Contingently redeemable Class A Common Stock $ 345,505,792

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Total Warrant Liabilities Fair value at December 31, 2021 $ 6,022,332 $ 8,754,375 $ 14,776,707 Change in fair value (3,233,666 ) (4,700,625 ) (7,934,291 ) Fair value at September 30, 2022 $ 2,788,666 $ 4,053,750 $ 6,842,416
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable September 30, Active Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Cash, Cash Equivalents and Other Investments Held in Trust Account $ 345,879,292 $ 345,879,292 $ — $ — Derivative warrant liabilities: Public warrants (4,053,750 ) (4,053,750 ) — — Private placement warrants (2,788,666 ) — (2,788,666 ) —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)							9 Months Ended
	Sep. 05, 2022	Sep. 04, 2022	Aug. 19, 2022	May 20, 2022	Dec. 13, 2021	Mar. 01, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation							Sep. 14, 2020
Common stock, par value					$ 0.000001
Preferred stock, par value					$ 0.001		$ 0.0001		$ 0.0001
Proceeds from sale of warrants								$ 8,900,000
Proceeds from initial public offering						$ 345,000,000		$ 345,000,000
Maximum maturity period							185 days
Regulatory withdrawal of interest from trust account, maximum period							24 months
Redemption percentage of public shares of common stock if business combination not completed							100%
Number of days to seek shareholder approval for redemption of shares							2 days
Number of days to provide opportunity to shareholders to sell their shares							2 days
Number of days to redeem public shares of common stock if business combination not completed							10 days
Dissolution expenses, maximum allowed							$ 100,000
Private Placement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Amount placed in trust account						345,000,000
Proceeds from sale of warrants						$ 8,900,000
Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination expected closing parent of cash					$ 550,000,000
Threshold net tangible assets							$ 5,000,001
Number of days to redeem public shares of common stock if business combination not completed							10 days
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value							80%
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value					$ 0.0001		$ 0.0001		0.0001
Stock issued during period, value acquisitions					$ 106,757,750
Share price					$ 10
Class A Common Stock | Private Placement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price					$ 10
Units sold					31,055,000
Class A Common Stock | Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Net tangible assets for redemption of common stock					$ 5,000,001
Class A Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value					$ 0.001
Class B Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value					0.001
Class D Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value					0.001
Class F Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value					$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Share surrender of commons stock subject to closing of business combination					1,501,650
Shares surrendered by sponsor	2,502,750			1,751,925
Adjustment to Merger Agreement | Class A Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value	$ 0.0001
Business combination expected closing parent of cash	$ 25,000,000	$ 10,000,000
Adjustment to Merger Agreement | 222 Preferred Shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value	$ 10
Sponsor Preferred Shares and together with 222 Preferred Shares, Backstop Shar | Class A Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price	$ 10
Units sold	5,460,000
KSP Subscription Agreement | Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, value acquisitions			$ 39,500,000
Share price					$ 10
Units sold					2,500,000
Stock issued during period, value					$ 25,000,000
KSP Subscription Agreement | Class C Non-Participating Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value				$ 0.001
Share price				$ 25,000
Units sold				1,000
Stock issued during period, value				$ 25,000,000
KSP Subscription Agreement | Class D Non-Participating Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, par value			$ 0.001
Share price			$ 25,000
Units sold			3,000
Stock issued during period, value			$ 75,000,000
May Termination Agreement | Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price				$ 10
Units sold				28,555,000
Stock issued during period, value				$ 285,550,000
September Termination Agreement | Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price			$ 10
Units sold			9,090,000
Stock issued during period, value			$ 90,900,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 13, 2021
Significant Accounting Policies [Line Items]
Number of warrants exercised		0	0
Federal depository insurance coverage amount		$ 250,000
Issuance costs related to warrant liability		378,413	$ 378,413
Accrued interest and penalties related to unrecognized tax liabilities		0
Cash, cash equivalents and other investments held in Trust Account		$ 345,879,292		$ 345,030,739
Redemption percentage of public shares of common stock if business combination not completed		100%
Number of days to redeem public shares of common stock if business combination not completed		10 days
Dissolution expenses, maximum allowed		$ 100,000
Going concern description		If the Company does not complete its Business Combination by March 1, 2023, the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law
Current liabilities		$ 14,697,115		19,501,774
Working capital		(13,491,927)		$ (18,094,276)
Class A Common Stock
Significant Accounting Policies [Line Items]
Share price					$ 10
IPO
Significant Accounting Policies [Line Items]
Offering costs		19,405,785
Underwriters fee		$ 18,975,000
Units sold	34,500,000
IPO | Class A Common Stock
Significant Accounting Policies [Line Items]
Units sold	34,500,000	34,500,000
Common Stock
Significant Accounting Policies [Line Items]
Public and private warrants to purchase shares	7,279,166
Share price	$ 11.50
Warrants
Significant Accounting Policies [Line Items]
Potential common shares for outstanding warrants to purchase stock were excluded from diluted earnings		7,279,166	7,279,166

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income/(Loss) Per Share for Each Class of Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income/(loss), including accretion of temporary equity	$ (2,533,705)	$ 574,124	$ 4,360,722	$ (19,427,255)
Increase in redemption value of Class A common stock subject to redemption	505,792		505,792
Total Numerator:	$ (2,027,913)	$ 574,124	$ 4,866,514	$ (19,427,255)
Denominator:
Weighted-average shares outstanding	34,500,000	34,500,000	34,500,000	27,043,956
Basic and diluted net income/(loss) per share	$ (0.06)	$ 0.02	$ 0.14	$ (0.72)
Class F Common Stock
Numerator:
Allocation of net income/(loss), including accretion of temporary equity	$ (633,426)	$ 143,531	$ 1,090,180	$ (5,968,888)
Increase in redemption value of Class A common stock subject to redemption	(505,792)		(505,792)
Total Numerator:	$ (1,139,218)	$ 143,531	$ 584,388	$ (5,968,888)
Denominator:
Weighted-average shares outstanding	8,625,000	8,625,000	8,625,000	8,309,066
Basic and diluted net income/(loss) per share	$ (0.13)	$ 0.02	$ 0.07	$ (0.72)

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 01, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class Of Stock [Line Items]
Gross proceeds excluding over-allotment	$ 345,000,000
Percentage of deferred underwriting discount				3.50%
Changes in fair value warrants derivative liabilities		$ 3,130,041	$ (1,164,667)	$ (7,934,291)	$ (3,057,250)
Public Warrants
Class Of Stock [Line Items]
Warrants derivative liability		4,053,750		4,053,750		$ 8,754,375
Changes in fair value warrants derivative liabilities				4,700,625
Class A Common Stock
Class Of Stock [Line Items]
Number of shares that contribute each unit	1
Warrants
Class Of Stock [Line Items]
Number of shares that contribute each unit	0.125
Warrant exercisable term if business combination is completed	30 days
Warrant exercisable term from closing of public offer	12 months
Warrant expiration term	5 years
Number of months to complete business combination	24 months
IPO
Class Of Stock [Line Items]
Units sold	34,500,000
Share price	$ 10
Upfront underwriting discount (as a percent)	2%
Upfront underwriting discount	$ 6,900,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount	$ 12,075,000
Warrants derivative liability		$ 6,727,500		$ 6,727,500
IPO | Class A Common Stock
Class Of Stock [Line Items]
Units sold	34,500,000			34,500,000
Over-Allotment Option
Class Of Stock [Line Items]
Units sold	4,500,000
Underwriter option to purchase additional units term	45 days

Public Offering - Schedule of C

Public Offering - Schedule of Class A Common Stock Reflected on Balance Sheet (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Contingently redeemable Class A Common Stock	$ 345,505,792	$ 345,000,000
IPO
Class Of Stock [Line Items]
Gross proceeds	345,000,000
Proceeds allocated to public warrants	(6,727,500)
Class A shares issuance costs	(19,027,372)
Accretion of carrying value to redemption value	25,754,872
Increase in redemption value to $10.01 per Class A common stock subject to redemption	505,792
Contingently redeemable Class A Common Stock	$ 345,505,792

Public Offering - Schedule of_2

Public Offering - Schedule of Class A Common Stock Reflected on Balance Sheet (Parenthetical) (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Class A common stock subject to redemption value per share	$ 10.01	$ 10
IPO
Class Of Stock [Line Items]
Class A common stock subject to redemption value per share	$ 10.01

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)				9 Months Ended		19 Months Ended
	Mar. 19, 2021 USD ($) $ / shares	Feb. 23, 2021 Director shares	Jan. 11, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 13, 2021 $ / shares	Jun. 30, 2021 $ / shares	Feb. 28, 2021 USD ($)
Related Party Transaction [Line Items]
Common stock, par value | $ / shares								$ 0.000001
Proceeds from sale of Private Placement Warrants to Sponsor					$ 8,900,000
Notes and advances payable – related party				$ 1,950,000		$ 1,950,000	$ 1,350,000
Class F Common Stock
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001	$ 0.0001	0.0001	$ 0.0001
Class A Common Stock
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Sponsor
Related Party Transaction [Line Items]
Warrants exercise price (in dollars per share) | $ / shares	$ 3
Aggregate issuance of unsecured promissory note										$ 300,000
Debt instrument, call date, earliest	Feb. 11, 2023
Debt instrument, call feature				The note is unsecured, non-interest bearing and matures on the earlier of: (a) February 11, 2023 or (b) the date on which the Company consummates the Business Combination.
Notes and advances payable – related party				$ 1,950,000		$ 1,950,000
Sponsor | Maximum
Related Party Transaction [Line Items]
Aggregate issuance of unsecured promissory note	$ 4,000,000
Amount of loans convertible into warrants	$ 1,500,000
Founder Shares | Class F Common Stock
Related Party Transaction [Line Items]
Number of shares forfeited | shares			1,125,000
Percentage Of Outstanding Shares Of Common Stock Held By Initial Stockholders			20%
Founder shares transferred to independent directors | shares		25,000
Number of independent director nominees | Director		3
Founder Shares | Class A Common Stock
Related Party Transaction [Line Items]
Units sold | shares				8,625,000
Conversion ratio				1
Founder Shares | Sponsor | Class F Common Stock
Related Party Transaction [Line Items]
Units sold | shares			8,625,000
Common stock, par value | $ / shares			$ 0.0001
Stock issued during period, value			$ 25,000
Share price | $ / shares			$ 0.003
Private Placement Warrants | Class A Common Stock
Related Party Transaction [Line Items]
Number of shares warrant may be converted | shares			1
Warrants exercise price (in dollars per share) | $ / shares			$ 11.50
Private Placement Warrants | Sponsor
Related Party Transaction [Line Items]
Number of warrants sold | shares			2,966,666
Warrants sold, price per warrant | $ / shares			$ 3
Proceeds from sale of Private Placement Warrants to Sponsor			$ 8,900,000
Administrative Service Agreement
Related Party Transaction [Line Items]
Due to affiliate, monthly for office space, utilities and secretarial support				$ 20,000		20,000
Administrative Service Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Payments to affiliate				$ 180,000		$ 382,857

Deferred Underwriting Compens_2

Deferred Underwriting Compensation - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Deferred Underwriting Compensation [Abstract]
Deferred underwriting discount payable	$ 12,075,000	$ 12,075,000
Percentage of deferred underwriting discount	3.50%
Deferred underwriting discount if business combination not completed	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Aug. 16, 2022
Income Tax Disclosure [Abstract]
Excise tax on fair market value percent		1%
Impact related to uncertain tax positions	$ 0
Accrued interest related to uncertain tax positions	0
Accrued penalties related to uncertain tax positions	$ 0

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Mar. 01, 2021
Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term			5 years
Closing price		$ 2.03
Fair value	$ 0.94
Until Close of Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	6 months
Subsequent to Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant expiration term	5 years
Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Dividend rate	0
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Closing price	$ 0.94
Aggregate values of Warrants | $	$ 4,053,750	$ 8,754,375
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Aggregate values of Warrants | $	$ 2,788,666	$ 6,022,332

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Warrant Liabilities	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	$ 14,776,707
Change in fair value	(7,934,291)
Fair value at September 30, 2022	6,842,416
Private Placement Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	6,022,332
Change in fair value	(3,233,666)
Fair value at September 30, 2022	2,788,666
Public Warrants
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at December 31, 2021	8,754,375
Change in fair value	(4,700,625)
Fair value at September 30, 2022	$ 4,053,750

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	$ 345,879,292	$ 345,030,739
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,053,750)	(8,754,375)
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(2,788,666)	$ (6,022,332)
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	345,879,292
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash, cash equivalents and other investments held in Trust Account	345,879,292
Fair Value, Measurements, Recurring | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,053,750)
Fair Value, Measurements, Recurring | Public Warrants | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(4,053,750)
Fair Value, Measurements, Recurring | Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	(2,788,666)
Fair Value, Measurements, Recurring | Private Placement Warrants | Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ (2,788,666)

Common and Preferred Stock - Ad

Common and Preferred Stock - Additional Information (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 13, 2021 $ / shares	Jun. 30, 2021 $ / shares
Class Of Stock [Line Items]
Common stock, par value | $ / shares			$ 0.000001
Number of votes for each share | Vote	1
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001	0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	0.0001
Common stock, shares issued	34,500,000	34,500,000
Common stock, shares outstanding	34,500,000	34,500,000
Class F Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized	40,000,000	40,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000