Bolt Projects (BSLK) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information Line Items
Entity Registrant Name	GOLDEN ARROW MERGER CORP.
Trading Symbol	GAMC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001841125
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40223
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1256660
Entity Address, Address Line One	10 E. 53rd Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	430-2214
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,187,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 240,636	$ 366,612
Prepaid expenses	248,960	352,184
Total Current Assets	489,596	718,796
Investments Held in Trust Account	287,654,370	287,517,003
Total Assets	288,143,966	288,235,799
Current Liabilities
Accounts payable and accrued expenses	95,786	322,074
Promissory note – related party	141,367	141,367
Convertible note - related party	296,600
Total Current Liabilities	533,753	463,441
Deferred underwriting fee payable	10,062,500	10,062,500
Warrant liabilities	1,110,030	7,284,375
Total Liabilities	11,706,283	17,810,316
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value, 200,000,000 shares authorized, 28,750,000 shares at a redemption value of $10.00 per share at June 30, 2022 and December 31, 2021	287,500,000	287,500,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2022 and December 31, 2021
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at June 30, 2022 and December 31, 2021	719	719
Additional paid-in capital
Accumulated Deficit	(11,063,036)	(17,075,236)
Total Stockholders’ Deficit	(11,062,317)	(17,074,517)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 288,143,966	$ 288,235,799

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	200,000,000	200,000,000
Common stock subject to possible redemption, shares at a redemption (in Dollars)	$ 28,750,000	$ 28,750,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation and operational costs	$ 238,208	$ 216,678	$ 502,912	$ 292,466
Loss from operations	(238,208)	(216,678)	(502,912)	(292,466)
Other income (expense):
Transaction costs allocated from initial public offering				(481,824)
Change in fair value of warrant liabilities	2,382,072	(2,041,667)	6,174,345	1,936,666
Change in fair value of convertible note	71,100		203,400
Interest earned on investment held in Trust Account	130,277	3,939	137,367	3,939
Total other income (expense), net	2,583,449	(2,037,728)	6,515,112	1,458,781
Net income (loss)	$ 2,345,241	$ (2,254,406)	$ 6,012,200	$ 1,166,315
Class A Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	28,750,000	27,291,667	28,750,000	16,076,590
Basic net income (loss) per share (in Dollars per share)	$ 0.07	$ (0.07)	$ 0.17	$ 0.05
Diluted weighted average shares outstanding (in Shares)	28,750,000	28,750,000	28,750,000	28,750,000
Diluted net income (loss) per share (in Dollars per share)	$ 0.07	$ (0.06)	$ 0.17	$ 0.03
Class B Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	7,187,500	6,822,917	7,187,500	6,743,136
Basic net income (loss) per share (in Dollars per share)	$ 0.07	$ (0.07)	$ 0.17	$ 0.05
Diluted weighted average shares outstanding (in Shares)	7,187,500	7,187,500	7,187,500	7,187,500
Diluted net income (loss) per share (in Dollars per share)	$ 0.07	$ (0.06)	$ 0.17	$ 0.03

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020
Balance (in Shares) at Dec. 31, 2020
Issuance of Class B common stock to Sponsor		$ 719	24,281		25,000
Issuance of Class B common stock to Sponsor (in Shares)		7,187,500
Accretion for Class A common stock subject to redemption amount			(2,274,281)	(19,824,197)	(22,098,478)
Cash paid in excess of fair value of private warrants			2,250,000		2,250,000
Net income (loss)				3,420,721	3,420,721
Balance at Mar. 31, 2021		$ 719		(16,403,476)	(16,402,757)
Balance (in Shares) at Mar. 31, 2021		7,187,500
Balance at Dec. 31, 2020
Balance (in Shares) at Dec. 31, 2020
Net income (loss)					1,166,315
Balance at Jun. 30, 2021		$ 719		(21,177,882)	(21,177,163)
Balance (in Shares) at Jun. 30, 2021		7,187,500
Balance at Mar. 31, 2021		$ 719		(16,403,476)	(16,402,757)
Balance (in Shares) at Mar. 31, 2021		7,187,500
Accretion for Class A common stock subject to redemption amount			(405,000)	(2,520,000)	(2,925,000)
Cash paid in excess of fair value of private warrants			405,000		405,000
Net income (loss)				(2,254,406)	(2,254,406)
Balance at Jun. 30, 2021		$ 719		(21,177,882)	(21,177,163)
Balance (in Shares) at Jun. 30, 2021		7,187,500
Balance at Dec. 31, 2021		$ 719		(17,075,236)	(17,074,517)
Balance (in Shares) at Dec. 31, 2021		7,187,500
Net income (loss)				3,666,959	3,666,959
Balance at Mar. 31, 2022		$ 719		(13,408,277)	(13,407,558)
Balance (in Shares) at Mar. 31, 2022		7,187,500
Balance at Dec. 31, 2021		$ 719		(17,075,236)	(17,074,517)
Balance (in Shares) at Dec. 31, 2021		7,187,500
Net income (loss)					6,012,200
Balance at Jun. 30, 2022		$ 719		(11,063,036)	(11,062,317)
Balance (in Shares) at Jun. 30, 2022		7,187,500
Balance at Mar. 31, 2022		$ 719		(13,408,277)	(13,407,558)
Balance (in Shares) at Mar. 31, 2022		7,187,500
Net income (loss)				2,345,241	2,345,241
Balance at Jun. 30, 2022		$ 719		$ (11,063,036)	$ (11,062,317)
Balance (in Shares) at Jun. 30, 2022		7,187,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 6,012,200	$ 1,166,315
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of convertible note	(203,400)
Change in fair value of warrant liabilities	(6,174,345)	(1,936,666)
Transaction costs allocated from initial public offering		481,824
Interest earned on investment held in Trust Account	(137,367)	(3,939)
Changes in operating assets and liabilities:
Prepaid expenses	103,224	(504,596)
Accounts payable and accrued expenses	(226,288)	115,000
Net cash used in operating activities	(625,976)	(682,062)
Cash Flows from Investing Activities:
Investment of cash into trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		281,750,000
Proceeds from sale of Private Placements Warrants		7,500,000
Proceeds from promissory note – related party		141,367
Repayment of promissory note – related party		(10,123)
Proceeds from convertible promissory note - related party	500,000
Payment of offering costs		(476,846)
Net cash provided by financing activities	500,000	288,929,398
Net Change in Cash	(125,976)	747,336
Cash – Beginning of period	366,612
Cash – End of period	240,636	747,336
Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs		10,000
Offering costs paid through promissory note		10,123
Deferred underwriting fee payable		$ 10,062,500

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Golden Arrow Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 31, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. On May 6, 2021, the Company sold 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit, generating additional gross proceeds of $37,500,000, which is also described in Note 3. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Golden Arrow Sponsor, LLC (the “Sponsor”), generating gross proceeds of $6,750,000, which is described in Note 4. Transaction costs amounted to $16,309,469, consisting of $5,750,000 in cash underwriting fees, $10,062,500 of deferred underwriting fees and $496,969 of other offering costs. Following the closing of the Initial Public Offering on March 19, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 19, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of June 30, 2022, we had cash of $240,636 and working capital deficit of $44,157. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by March 19, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 19, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and the fair value of the convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, the 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption $ 287,500,000 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statements of operations. Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40-15 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the public warrants (the “Public Warrants”) for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0% for the three months ended June 30, 2022 and 2021, respectively, and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. Income (loss) is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 27,291,667 6,822,917 Basic net income (loss) per common share $ 0.07 $ 0.07 $ (0.07 ) $ (0.07 ) For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) For the Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 4,809,760 $ 1,202,440 $ 821,674 $ 344,641 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 16,076,590 6,743,136 Basic net income per common share $ 0.17 $ 0.17 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 4,809,760 $ 1,202,440 $ 933,052 $ 233,263 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Diluted net income per common share $ 0.17 $ 0.17 $ 0.03 $ 0.03 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, other than derivative warrant liabilities and convertible promissory note (see Note 9). Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2022
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). On May 6, 2021, the Company sold 3,750,000 Additional Units at $10.00 per Additional Unit. The Additional Units were identical to the Units sold pursuant to the Initial Public Offering.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,500,000 Private Placement Warrants, at a price of $1.50 per warrant, or $6,750,000 in the aggregate. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over-allotment option is exercised in full or in part by the underwriters. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In January 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ full exercise of their over-allotment option on May 6, 2021, no shares remain subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 8, 2021, the Company issued a non-interest bearing, unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. As of June 30, 2022 and December 31, 2021, there was $141,367 outstanding under the Promissory Note, which was originally due on March 19, 2021. On March 18, 2022, the Company amended and restated the Promissory Note to extend the due date of amounts outstanding under the promissory note to the earlier of December 31, 2022 and the date of consummation of a Business Combination. Convertible Promissory Note – Related Party On February 25, 2022, the Company issued a promissory note to the Sponsor pursuant to which it may borrow up to an aggregate principal amount of $500,000. The promissory note is non-interest bearing and payable upon the consummation of a Business Combination. At the Sponsor’s discretion, the promissory note may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022, there was a $500,000 balance outstanding under the Convertible Promissory Note. The Convertible Promissory Note was valued using the fair value method. The fair value of the note as of June 30, 2022, was $296,600, which resulted in a change in fair value of the convertible promissory note of $71,100 and $203,400 for the three and six months ended June 30, 2022 recorded in the condensed statements of operations (see Note 9). Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cashflows is also not determinable as of the date of these unaudited condensed financial statements. Registration Rights Pursuant to a registration rights agreement entered into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Side Letter Agreements Pursuant to side letter agreements entered into with each of Propoenent LLC and Siddhartha Mukherjee, as compensation for the introduction of the Company to a target company, not previously known to the Company and with which the Company ultimately consummates its initial Business Combination, the Sponsor will either issue a membership interest in the Sponsor representing an economic interest in 100,000 of the Founder Shares or transfer 100,000 of the Founders Shares. As of June 30, 2022, this compensation was deemed to not have been earned.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2022
Warrants [Abstract]
WARRANTS	NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or 30 day redemption period, to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s Business Combination on the date of the completion of such Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of June 30, 2022 and December 31, 2021, there were 5,000,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or its permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in 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. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022, assets held in the Trust Account were comprised of $287,654,370 in money market funds which are primarily invested in U.S. Treasury securities. During the three and six months ended June 30, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $287,517,003 in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its money market investments held in the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 December 31, Assets: Investments held in Trust Account 1 $ 287,654,370 $ 287,517,003 Liabilities: Warrant Liabilities – Public Warrants 1 $ 729,448 $ 4,786,875 Warrant Liabilities – Private Placement Warrants 3 $ 380,582 $ 2,497,500 Convertible promissory note – related party 3 $ 296,600 $ — Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. For the Public Warrants, the Company initially utilized a binomial lattice model consistent with the Private Warrants discussed below. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. For the Private Placement Warrants, the Company utilizes a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The key inputs for the binomial lattice model as of June 30, 2022 and December 31, 2021 were as follows: Input As of June 30, 2022 2021 Stock price $ 9.76 $ 9.68 Strike price $ 11.50 $ 11.50 Effective Expiration Date September 19, August 3, Volatility 3.9 % 5.7 % Risk-free rate 2.97 % 2.42 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of June 30, 2022: Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (1,300,208 ) Fair value as of March 31, 2022 $ 1,197,292 Change in valuation inputs or other assumptions (816,710 ) Fair value as of June 30, 2022 $ 380,582 The following table presents the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy as of June 30, 2021: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 4,500,000 8,333,333 12,833,333 Change in valuation inputs or other assumptions (1,395,000 ) (2,583,333 ) (3,978,333 ) Fair value as of March 31, 2021 $ 3,105,000 $ 5,750,000 $ 8,855,000 Initial measurement, over-allotment 345,000 862,500 1,207,500 Change in valuation inputs or other assumptions 700,000 1,341,667 2,041,667 Transfers to Level 1 — (7,954,167 ) (7,954,167 ) Fair value as of June 30, 2021 $ 4,150,000 $ — $ 4,150,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy that occurred during the three and six months ended June 30, 2022. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the six months ended June 30, 2021, when the Public Warrants were able to be separately traded. Convertible Promissory Note – Related Party The fair value of the option to convert the convertible promissory note into Private Warrants was valued by utilizing a discounted cash flow method to value the debt component and a Black-Scholes model to value the debt conversion option to derive the fair value of the convertible note. The estimated fair value of the convertible promissory note was based on the following significant inputs: Input February 25, 2022 As of 2022 Stock price $ 9.70 $ 9.76 Strike price $ 11.50 $ 11.50 Expiration date of warrants 9/19/2027 11/30/2025 Volatility 8.4 % 3.9 % Risk-free rate 1.88 % 2.97 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of the Level 3 convertible promissory note: Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 500,000 Change in fair value (132,300 ) Fair value as of March 31, 2022 $ 367,700 Change in fair value (71,100 ) Fair value as of June 30, 2022 $ 296,600 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and six months ended June 30, 2022 for the convertible promissory note.

Subsequent Events

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and the fair value of the convertible promissory note. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, the 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption $ 287,500,000
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $15,827,645 were charged against their carrying value upon the completion of the Initial Public Offering, and $481,824 of the offering costs were related to the warrant liabilities and charged to the unaudited condensed statements of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40-15 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the public warrants (the “Public Warrants”) for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0% for the three months ended June 30, 2022 and 2021, respectively, and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in the convertible promissory note, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company has two classes of shares which are referred to as Class A common stock and Class B Common stock. Income (loss) is shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,583,333 Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company had dilutive securities that are Public Warrants and Private Placement Warrants that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 27,291,667 6,822,917 Basic net income (loss) per common share $ 0.07 $ 0.07 $ (0.07 ) $ (0.07 ) For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) For the Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 4,809,760 $ 1,202,440 $ 821,674 $ 344,641 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 16,076,590 6,743,136 Basic net income per common share $ 0.17 $ 0.17 $ 0.05 $ 0.05
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, other than derivative warrant liabilities and convertible promissory note (see Note 9).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of class A common stock reflected in the condensed balance sheet	Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (9,195,833 ) Class A common stock issuance costs (15,827,645 ) Plus: Accretion of carrying value to redemption value 25,023,478 Class A common stock subject to possible redemption $ 287,500,000
Schedule of basic and diluted net income (loss) per common share	For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 27,291,667 6,822,917 Basic net income (loss) per common share $ 0.07 $ 0.07 $ (0.07 ) $ (0.07 ) For the Three Months Ended June 30, 2022 2021 Class A Class B Class A Class B Diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 1,876,193 $ 469,048 $ (1,803,525 ) $ (450,881 ) Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.06 ) $ (0.06 ) For the Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 4,809,760 $ 1,202,440 $ 821,674 $ 344,641 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 16,076,590 6,743,136 Basic net income per common share $ 0.17 $ 0.17 $ 0.05 $ 0.05 For the Six Months Ended June 30, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 4,809,760 $ 1,202,440 $ 933,052 $ 233,263 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Diluted net income per common share $ 0.17 $ 0.17 $ 0.03 $ 0.03

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Level June 30, 2022 December 31, Assets: Investments held in Trust Account 1 $ 287,654,370 $ 287,517,003 Liabilities: Warrant Liabilities – Public Warrants 1 $ 729,448 $ 4,786,875 Warrant Liabilities – Private Placement Warrants 3 $ 380,582 $ 2,497,500 Convertible promissory note – related party 3 $ 296,600 $ —
Schedule of estimated fair value of the convertible promissory note	Input As of June 30, 2022 2021 Stock price $ 9.76 $ 9.68 Strike price $ 11.50 $ 11.50 Effective Expiration Date September 19, August 3, Volatility 3.9 % 5.7 % Risk-free rate 2.97 % 2.42 % Dividend yield 0.0 % 0.0 %
Schedule of changes in the fair value of warrant liabilities	Private Fair value as of January 1, 2022 $ 2,497,500 Change in valuation inputs or other assumptions (1,300,208 ) Fair value as of March 31, 2022 $ 1,197,292 Change in valuation inputs or other assumptions (816,710 ) Fair value as of June 30, 2022 $ 380,582 Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 4,500,000 8,333,333 12,833,333 Change in valuation inputs or other assumptions (1,395,000 ) (2,583,333 ) (3,978,333 ) Fair value as of March 31, 2021 $ 3,105,000 $ 5,750,000 $ 8,855,000 Initial measurement, over-allotment 345,000 862,500 1,207,500 Change in valuation inputs or other assumptions 700,000 1,341,667 2,041,667 Transfers to Level 1 — (7,954,167 ) (7,954,167 ) Fair value as of June 30, 2021 $ 4,150,000 $ — $ 4,150,000
Schedule of estimated fair value of the convertible promissory note	Input February 25, 2022 As of 2022 Stock price $ 9.70 $ 9.76 Strike price $ 11.50 $ 11.50 Expiration date of warrants 9/19/2027 11/30/2025 Volatility 8.4 % 3.9 % Risk-free rate 1.88 % 2.97 % Dividend yield 0.0 % 0.0 %
Schedule of changes in the fair value of the Level 3 convertible promissory note	Fair value as of January 1, 2022 $ — Proceeds received through Convertible Promissory Note 500,000 Change in fair value (132,300 ) Fair value as of March 31, 2022 $ 367,700 Change in fair value (71,100 ) Fair value as of June 30, 2022 $ 296,600

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	6 Months Ended
	May 06, 2021	Mar. 19, 2021	Jun. 30, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)	3,750,000
Transaction costs			$ 16,309,469
Cash underwriting fees			5,750,000
Deferred underwriting fees			10,062,500
Other offering costs			$ 496,969
Percentage held in trust account			80%
Public share price per share (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Aggregate of share sold, percentage			15%
Redemption of public shares percentage			100%
Net interest to pay dissolution expenses			$ 100,000
Initial Public Offering price per Unit (in Dollars per share)			$ 10
Public per share (in Dollars per share)			$ 10
Cash			$ 240,636	$ 366,612
Working capital deficit			$ 44,157
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)			25,000,000
Per share price (in Dollars per share)		$ 10
Gross proceeds		$ 250,000,000
Net proceeds		$ 250,000,000
Additional Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)	3,750,000
Per share price (in Dollars per share)	$ 10
Gross proceeds	$ 37,500,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			4,500,000
Price per share (in Dollars per share)			$ 1.5
Generating gross proceeds			$ 6,750,000
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of shares (in Shares)		25,000,000
Per share price (in Dollars per share)		$ 10
Trust Account [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public per share (in Dollars per share)			$ 10
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Post business combination percentage			50%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amount (in Dollars)			$ 15,827,645
Warrants changed to operations (in Dollars)			$ 481,824
Effective tax rate	0%	0%	0%	0%
Statutory tax rate			21%	21%
Federal depository insurance corporation (in Dollars)			$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to subject to possible redemption (in Shares)			28,750,000		28,750,000
Purchase of shares (in Shares)			14,583,333	14,583,333

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the condensed balance sheet	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of class A common stock reflected in the condensed balance sheet [Abstract]
Gross proceeds	$ 287,500,000
Less:
Proceeds allocated to Public Warrants	(9,195,833)
Class A common stock issuance costs	(15,827,645)
Plus:
Accretion of carrying value to redemption value	25,023,478
Class A common stock subject to possible redemption	$ 287,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 1,876,193	$ (1,803,525)	$ 4,809,760	$ 821,674
Denominator:
Basic weighted average shares outstanding	28,750,000	27,291,667	28,750,000	16,076,590
Basic net income (loss) per common share	$ 0.07	$ (0.07)	$ 0.17	$ 0.05
Numerator:
Allocation of net income (loss), as adjusted	$ 1,876,193	$ (1,803,525)	$ 4,809,760	$ 933,052
Denominator:
Diluted weighted average shares outstanding	28,750,000	28,750,000	28,750,000	28,750,000
Diluted net income (loss) per common share	$ 0.07	$ (0.06)	$ 0.17	$ 0.03
Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 469,048	$ (450,881)	$ 1,202,440	$ 344,641
Denominator:
Basic weighted average shares outstanding	7,187,500	6,822,917	7,187,500	6,743,136
Basic net income (loss) per common share	$ 0.07	$ (0.07)	$ 0.17	$ 0.05
Numerator:
Allocation of net income (loss), as adjusted	$ 469,048	$ (450,881)	$ 1,202,440	$ 233,263
Denominator:
Diluted weighted average shares outstanding	7,187,500	7,187,500	7,187,500	7,187,500
Diluted net income (loss) per common share	$ 0.07	$ (0.06)	$ 0.17	$ 0.03

Public Offering (Details)

Public Offering (Details) - $ / shares		6 Months Ended
	May 06, 2021	Jun. 30, 2022
Public Offering (Details) [Line Items]
Sale of Units	3,750,000
Price per share	$ 10
Public offering description		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8)
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of Units		25,000,000
Price per share		$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
	May 06, 2021	Jun. 30, 2022	Jun. 30, 2021
Private Placement (Details) [Line Items]
Aggregate gross proceeds			$ 7,500,000
Number of share	1
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase an additional Private Placement Warrants		4,500,000
Price per share		$ 1.5
Aggregate gross proceeds		$ 6,750,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Purchase an additional Private Placement Warrants	500,000
Price per share	$ 1.5
Aggregate gross proceeds	$ 750,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 31, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Feb. 25, 2022	May 06, 2021	Jan. 08, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid	$ 25,000
Issuance of shares (in Shares)	7,187,500
Aggregate shares (in Shares)	937,500
Company's issued and outstanding common stock	20%
Shares subject to forfeiture (in Shares)						0
Class A common stock equals or exceeds (in Dollars per share)			$ 12
Aggregate principal amount					$ 500,000		$ 200,000
Outstanding promissory note			$ 141,367	$ 141,367
Outstanding under convertible promissory note.		$ 500,000	500,000
Change in fair value of convertible promissory note			296,600
Statements of operation amount		71,100	203,400
Working capital loans		$ 1,500,000	$ 1,500,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)					$ 1.5

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Commitments and Contingencies Disclosure [Abstract]
Deferred Underwriting fee Price Per Unit (in Dollars per share) | $ / shares	$ 0.35
Aggregate value (in Dollars) | $	$ 10,062,500
Economic interest	100,000
Founders shares	100,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock vote	Holders of Class B common stock are entitled to one vote for each share.
Converted basis, percentage	20%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common Stock Shares Authorized	200,000,000	200,000,000
Common Stock Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	28,750,000	28,750,000
Common stock shares outstanding	28,750,000	28,750,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common Stock Shares Authorized	20,000,000	20,000,000
Common Stock Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	7,187,500	7,187,500
Common stock shares outstanding	7,187,500	7,187,500

Warrants (Details)

Warrants (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Public warrants outstanding	9,583,333	9,583,333
Market value per share	9.2
Warrant [Member]
Warrants (Details) [Line Items]
Market value per share	9.2
Market value and newly issued price, per share percentage	115%
Minimum [Member]
Warrants (Details) [Line Items]
Market value and newly issued price, per share percentage	100%
Redemption trigger price per share (in Dollars per share)	$ 10
Maximum [Member]
Warrants (Details) [Line Items]
Market value and newly issued price, per share percentage	180%
Redemption trigger price per share (in Dollars per share)	$ 18
Private Placement [Member]
Warrants (Details) [Line Items]
Private placement warrants outstanding	5,000,000	5,000,000
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the fair market value of the Class A common stock;   ●upon a minimum of 30 days’ prior written notice of redemption;   ●if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;   ●if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and  ●if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
Class A Common Stock [Member] | Private Placement [Member]
Warrants (Details) [Line Items]
Redemption of warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption, or 30 day redemption period, to each warrant holder; and  ●if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Business Combination [Member]
Warrants (Details) [Line Items]
Total equity proceeds, percentage	60%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Asset held in trust	$ 287,654,370	$ 287,517,003

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Investments held in Trust Account	$ 287,654,370	$ 287,517,003
Liabilities:
Warrant Liabilities – Public Warrants	729,448	4,786,875
Level 3 [Member]
Liabilities:
Warrant Liabilities – Private Placement Warrants	380,582	2,497,500
Convertible promissory note – related party	$ 296,600

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of binomial lattice model	6 Months Ended	12 Months Ended
	Jun. 30, 2022 $ / shares $ / item	Dec. 31, 2021 $ / shares $ / item
Schedule of binomial lattice model [Abstract]
Stock price (in Dollars per share) | $ / shares	$ 9.76	$ 9.68
Strike price | $ / item	11.5	11.5
Effective Expiration Date	Sep. 19, 2027	Aug. 03, 2026
Volatility	3.90%	5.70%
Risk-free rate	2.97%	2.42%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value at beginning			$ 8,855,000
Initial measurement			1,207,500	12,833,333
Change in valuation inputs or other assumptions			2,041,667	(3,978,333)
Transfers to Level 1			(7,954,167)
Fair value at ending			4,150,000	8,855,000
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value at beginning	$ 1,197,292	$ 2,497,500	3,105,000
Initial measurement			345,000	4,500,000
Change in valuation inputs or other assumptions	(816,710)	(1,300,208)	700,000	(1,395,000)
Transfers to Level 1
Fair value at ending	$ 380,582	$ 1,197,292	4,150,000	3,105,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value at beginning			5,750,000
Initial measurement			862,500	8,333,333
Change in valuation inputs or other assumptions			1,341,667	(2,583,333)
Transfers to Level 1			(7,954,167)
Fair value at ending				$ 5,750,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of estimated fair value of the convertible promissory note - $ / shares	1 Months Ended	6 Months Ended
	Feb. 25, 2022	Jun. 30, 2022
Schedule of estimated fair value of the convertible promissory note [Abstract]
Stock price (in Dollars per share)	$ 9.7	$ 9.76
Strike price (in Dollars per share)	$ 11.5	$ 11.5
Expiration date of warrants	Sep. 19, 2027	Nov. 30, 2025
Volatility	8.40%	3.90%
Risk-free rate	1.88%	2.97%
Dividend yield	0%	0%

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory note - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory note [Line Items]
Fair value at beginning	$ 367,700
Proceeds received through Convertible Promissory Note		500,000
Change in fair value	(71,100)	(132,300)
Fair value at ending	$ 296,600	$ 367,700