OPAL Fuels (OPAL) S-4/A 21 Jun 22 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2022
Document Information Line Items
Entity Registrant Name	ArcLight Clean Transition Corp. II
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 7
Entity Central Index Key	0001842279
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 559,253	$ 811,526
Prepaid expenses	738,743	701,663
Total current assets	1,297,996	1,513,189
Other assets		159,954
Investments held in Trust Account	311,200,024	311,175,471
Total Assets	312,498,020	312,848,614
Current liabilities:
Accounts payable	89,522	18,764
Accrued expenses	113,400	94,497
Due to related party	1,097
Total current liabilities	204,019	113,261
Deferred legal fees	4,891,549	3,966,447
Deferred underwriting commissions	10,890,707	10,890,707
Derivative warrant liabilities	20,543,880	25,795,700
Total liabilities	36,530,155	40,766,115
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00	311,163,050	311,163,050
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Common stock value
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,779,076 shares issued and outstanding	778	778
Accumulated deficit	(35,195,963)	(39,081,329)
Total shareholders’ deficit	(35,195,185)	(39,080,551)
Total Liabilities and Shareholders’ Deficit	$ 312,498,020	$ 312,848,614

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shares subject to possible redemption		31,116,305
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Ordinary Shares
Shares subject to possible redemption	31,116,305	31,116,305
Shares subject to possible redemption price per share (in Dollars per share)	$ 10	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	31,116,305	31,116,305
Ordinary shares, shares outstanding	31,116,305	31,116,305
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	7,779,076	7,779,076
Ordinary shares, shares outstanding	7,779,076	7,779,076

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
General and administrative expenses	$ 1,391,007	$ 128,476	$ 4,944,523
Loss from operations	(1,391,007)	(128,476)	(4,944,523)
Other income (expense)
Change in fair value of derivative warrant liabilities	5,251,820	271,160	(10,799,940)
Financing costs – warrant liabilities		(462,620)	(462,620)
Net gain on investments held in Trust Account	24,553	153	12,421
Total other income (expense)	5,276,373	(191,307)	(11,250,139)
Net loss	$ 3,885,366	$ (319,783)	$ (16,194,662)
Class A Ordinary Shares
Other income (expense)
Weighted average shares outstanding of basic and diluted (in Shares)	31,116,305	3,067,805	25,360,688
Basic and diluted net income (loss) per ordinary share (in Dollars per share)	$ 0.1	$ (0.03)	$ (0.49)
Class B Ordinary Shares
Other income (expense)
Weighted average shares outstanding of basic and diluted (in Shares)	7,779,076	6,964,134	7,611,848
Basic and diluted net income (loss) per ordinary share (in Dollars per share)	$ 0.1	$ (0.3)	$ (0.49)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders' Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 12, 2021
Balance (in Shares) at Jan. 12, 2021
Issuance of Class B ordinary shares to Sponsor		$ 791	24,209		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		7,906,250
Accretion on Class A ordinary shares subject to possible redemption			(199,953)	(22,886,667)	(23,086,620)
Sale of private placement warrants to Sponsor less fair value of private warrants			175,731		175,731
Forfeiture of Class B ordinary shares from Sponsor		$ (13)	13
Forfeiture of Class B ordinary shares from Sponsor (in Shares)		(127,174)
Net income (loss)				(319,783)	(319,783)
Balance at Mar. 31, 2021		$ 778		(23,206,450)	(23,205,672)
Balance (in Shares) at Mar. 31, 2021		7,779,076
Balance at Jan. 12, 2021
Balance (in Shares) at Jan. 12, 2021
Issuance of Class B ordinary shares to Sponsor		$ 791	24,209		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		7,906,250
Accretion on Class A ordinary shares subject to possible redemption			(199,953)	(22,886,667)	(23,086,620)
Sale of private placement warrants to Sponsor less fair value of private warrants			175,731		175,731
Forfeiture of Class B ordinary shares from Sponsor		$ (13)	13
Forfeiture of Class B ordinary shares from Sponsor (in Shares)		(127,174)
Net income (loss)				(16,194,662)	(16,194,662)
Balance at Dec. 31, 2021		$ 778		(39,081,329)	(39,070,551)
Balance (in Shares) at Dec. 31, 2021		7,779,076
Net income (loss)				3,885,366	3,885,366
Balance at Mar. 31, 2022		$ 778		$ (35,195,963)	$ (35,195,185)
Balance (in Shares) at Mar. 31, 2022		7,779,076

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 3,885,366	$ (319,783)	$ (16,194,662)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		25,000	25,000
General and administrative expenses paid by related party under promissory note		26,800	26,800
Change in fair value of derivative warrant liabilities	(5,251,820)	(271,160)	10,799,940
Financing costs – warrant liabilities		462,620	462,620
Net gain on investments held in Trust Account	(24,553)	(153)	(12,421)
Changes in operating assets and liabilities:
Prepaid expenses	122,874	(1,409,464)	(861,617)
Accounts payable	70,758	1,442,343	(181,236)
Accrued expenses	18,903	23,534	24,497
Accrued expenses – related party	1,097	10,000
Deferred legal fees	925,102		3,966,447
Net cash used in operating activities	(252,273)	(10,263)	(1,944,632)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(311,163,050)	(311,163,050)
Net cash used in investing activities		(311,163,050)	(311,163,050)
Cash Flows from Financing Activities:
Proceeds from note payable to related party		100	100
Repayment of note payable to related party		(171,742)	(171,742)
Proceeds received from initial public offering		311,163,050	311,163,050
Proceeds received from private placement		9,223,261	9,223,261
Offering costs paid		(6,243,461)	(6,295,461)
Net cash provided by financing activities		313,971,208	313,919,208
Net increase (decrease) in cash	(252,273)	2,797,895	811,526
Cash – beginning of the period	811,526
Cash – end of the period	559,253	2,797,895	811,526
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable		252,000	200,000
Offering costs included in accrued expenses		70,000	70,000
Offering costs paid by related party under promissory note		144,842	144,842
Deferred underwriting commissions		10,890,707	10,890,707
Forfeiture of Class B ordinary shares from Sponsor		$ 13	$ 13

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation ArcLight Clean Transition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of March -operating The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (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 -outstanding In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable) 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”). 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 Proposed Business Combination On December 2, 2021, the Company, OPAL HoldCo LLC, a Delaware limited liability company (“ OPAL HoldCo OPAL Fuels Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby (collectively, the “ Business Combination Domestication New OPAL New OPAL Class A Common Stock Domestication; and (iii) (A) OPAL Fuels will cause its existing limited liability company agreement to be amended and restated, (B) OPAL Fuels will cause all of its limited liability company interests existing immediately prior to the closing of the Business Combination (the “ Closing -classified OPAL Units -transaction Ares Note Ares Trust Account Public Share Redemptions Hillman New OPAL Class D Common Stock OPAL Equityholders New OPAL Class B Common Stock In addition, if New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (the “ First Earnout Triggering Event Earnout Participants First Earnout Tranche Second Earnout Triggering Event Second Earnout Tranche The Business Combination is expected to close late in first half of 2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. PIPE Financing (Private Placement) Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ Subscription Agreements PIPE Investors -party PIPE Investment The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Investment certain customary registration rights. Investor Rights Agreement The Business Combination Agreement contemplates that, at the Closing, OPAL Fuels, Ares, Hillman and the Class B Shareholders (collectively the “ New OPAL Holders Investor Rights Agreement Liquidity and Capital Resources As of March 31, 2022, the Company had approximately $559,000 in its operating bank account and working capital of approximately $1.1 million. The Company’s liquidity needs up to March -interest Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID -19	Note 1 — Description of Organization and Business Operations ArcLight Clean Transition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not finalized (“Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from January 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the Public Shares (the “Public Shareholders”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (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 -outstanding In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable) 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”). 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 Proposed Business Combination On December 2, 2021, the Company, OPAL HoldCo LLC, a Delaware limited liability company (“ OPAL HoldCo OPAL Fuels Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby (collectively, the “ Business Combination Domestication New OPAL New OPAL Class A Common Stock and (iii) (A) OPAL Fuels will cause its existing limited liability company agreement to be amended and restated, (B) OPAL Fuels will cause all of its limited liability company interests existing immediately prior to the closing of the Business Combination (the “ Closing -classified OPAL Units -transaction Ares Trust Account Public Share Redemptions Hillman New OPAL Class D Common Stock OPAL Equityholders New OPAL Class B Common Stock In addition, if New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (the “ First Earnout Triggering Event Earnout Participants First Earnout Tranche Second Earnout Triggering Event Second Earnout Tranche The Business Combination is expected to close late in first half of 2022, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. PIPE Financing (Private Placement) Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ Subscription Agreements -party PIPE Investment The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Investment certain customary registration rights. Investor Rights Agreement The Business Combination Agreement contemplates that, at the Closing, OPAL Fuels, Ares, Hillman and the Class B Shareholders (collectively the “ New OPAL Holders Investor Rights Agreement Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $812,000 in its operating bank account and working capital of approximately $1.4 million. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the promissory note from the Sponsor of approximately $172,000 (the “Note”) (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on March 26, 2021. Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID -19

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies (as Restated) Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to and FASB ASC Topic 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted -average -dilutive -measurement For the three For the period Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. 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 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of our 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 statement. 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 31,116,305 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid -in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted -average to purchase an aggregate of 15,446,522, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class: For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over -Allotment Each Unit consists of one Class A ordinary share and one -fifth	Note 3 — Initial Public Offering On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over -Allotment Each Unit consists of one Class A ordinary share and one -fifth

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja -Chin -allotment -allotment -day -allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of 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 $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March Administrative Services Agreement On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $30,000 and $10,000 in expenses in connection with such services for the three months ended March In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out -of-pocket	Note 5 — Related Party Transactions Founder Shares On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja -Chin -allotment -allotment -day -allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of 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 $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $100,000 in expenses in connection with such services for the period from January 13, 2021 (inception) ended December 31, 2021 which is included in general and administrative expenses in the accompanying statement of operations. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Shareholder Rights Agreement 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 ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Legal Proceedings On February -4 Underwriting Agreement The Company grant the underwriters a 45 -day -allotment -allotment -day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer the payment of their fees until the closing of the initial Business Combination. As of March	Note 6 — Commitments & Contingencies Registration and Shareholder Rights Agreement 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 ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company grant the underwriters a 45 -day -allotment -allotment -day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Deferred Legal Fees We entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of December 31, 2021, the Company recorded an aggregate of approximately $4.0 million in connection with such arrangement as deferred legal fees in the accompanying balance sheet.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject To Possible Redemption Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March As of December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Re-measurement on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050 There was no change for the three month period ending March	Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 31,116,305 As of December 31, 2021, Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders’ Deficit	Note 8 — Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment -allotment 45 -day -allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one Preference Shares	Note 8 — Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment -allotment -day -allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one Preference Shares

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 9 — Derivative Warrant Liabilities As of March Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked 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 ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • • • • -trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • -trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.	Note 9 — Derivative Warrant Liabilities As of December 31, 2021, the Company had 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The 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 ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • • • • -trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • -trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March March 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 311,200,024 $ — $ — Liabilities: Derivative warrant liabilities – public $ 8,276,940 $ — $ — Derivative warrant liabilities – private $ — $ — $ 12,266,940 December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 311,175,471 $ — $ — Liabilities: Derivative warrant liabilities – public $ 10,392,850 $ — $ — Derivative warrant liabilities – private $ — $ — $ 15,402,850 Transfers to/from Levels Level 1 assets include investments in money market funds or U.S. Treasury securities. 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 investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended March The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, December 31, Share price $ 9.92 $ 9.98 Volatility 16.3 % 21.8 % Expected life of the options to convert 5.25 5.50 Risk-free rate 2.4 % 1.3 % Dividend yield — — The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2022 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 — 15,402,850 15,402,850 Change in fair value of derivative warrant liabilities — (3,135,910 ) (3,135,910 ) Derivative warrant liabilities at March 31, 2022 $ — $ 12,226,940 $ 12,266,940	Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 311,175,471 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 10,392,850 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 15,402,850 Transfers to/from Levels Level 1 assets include investments in money market funds or U.S. Treasury securities. 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 investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement. For the period from January 13, 2021 (inception) through December 31, 2021, the Company recognized a change to the statement of operations resulting from an increase in the fair value of liabilities of approximately $10.8 million presented as change in fair value of derivative warrant liabilities in the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share -price -free volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 22, December 31, Share price $ 9.81 $ 9.98 Volatility 14.3 % 21.8 % Expected life of the options to convert 6.53 5.50 Risk-free rate 1.2 % 1.3 % Dividend yield — — The change in the level 3 fair value of the derivative warrant liabilities for the period from January 13, 2021 (inception) through December 31, 2021 is summarized as follows: Public Private Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 $ — $ 15,402,850 $ 15,402,850

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued. There are no such events requiring potential adjustments to or disclosure in the unaudited condensed financial statements and the Company has concluded that all such events that would require recognition to or disclosure have been recognized or disclosed. Effective as of May Effective as of May On May -interest	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	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 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 shareholder 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of our 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 statement. 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	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 Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets.
Fair Value Measurements	Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.	Fair Value Measurements The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to and FASB ASC Topic 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non -current
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non -current
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 31,116,305 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid -in
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 Ordinary Share	Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted -average -dilutive -measurement For the three For the period Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 )	Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted -average to purchase an aggregate of 15,446,522, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each ordinary share class: For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share	For the three For the period Class A Class B Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,108,293 $ 777,073 $ (97,791 ) $ (221,992 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 31,116,305 7,779,076 3,067,805 6,964,134 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.03 ) $ (0.03 )	For the period Class A Class B Basic and diluted net (loss) per ordinary share: Numerator: Allocation of net (loss) $ (12,456,056 ) $ (3,738,606 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 25,360,688 7,611,848 Basic and diluted net (loss) per ordinary share $ (0.49 ) $ (0.49 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject To Possible Redemption Disclosure [Abstract]
Schedule of class A ordinary shares subject to possible redemption	Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Re-measurement on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050	Gross Proceeds $ 311,163,050 Less: Offering costs allocated to Class A shares subject to possible redemption (17,138,390 ) Proceeds allocated to Public Warrants at issuance (5,948,230 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 23,086,620 Class A ordinary shares subject to possible redemption $ 311,163,050

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Description Quoted Significant Significant Assets: Investments held in Trust Account $ 311,200,024 $ — $ — Liabilities: Derivative warrant liabilities – public $ 8,276,940 $ — $ — Derivative warrant liabilities – private $ — $ — $ 12,266,940 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 311,175,471 $ — $ — Liabilities: Derivative warrant liabilities – public $ 10,392,850 $ — $ — Derivative warrant liabilities – private $ — $ — $ 15,402,850	Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 311,175,471 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 10,392,850 $ — $ — Derivative liabilities – Private Warrants $ — $ — $ 15,402,850
Schedule of fair value measurement inputs and valuation techniques	March 31, December 31, Share price $ 9.92 $ 9.98 Volatility 16.3 % 21.8 % Expected life of the options to convert 5.25 5.50 Risk-free rate 2.4 % 1.3 % Dividend yield — —	March 22, December 31, Share price $ 9.81 $ 9.98 Volatility 14.3 % 21.8 % Expected life of the options to convert 6.53 5.50 Risk-free rate 1.2 % 1.3 % Dividend yield — —
Schedule of fair value of the derivative warrant liabilities	Public Warrants Private Warrants Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 — 15,402,850 15,402,850 Change in fair value of derivative warrant liabilities — (3,135,910 ) (3,135,910 ) Derivative warrant liabilities at March 31, 2022 $ — $ 12,226,940 $ 12,266,940	Public Private Total Derivative warrant liabilities at January 13, 2021 (inception) $ — $ — $ — Issuance of Public and Private Warrants 5,948,230 9,047,530 14,995,760 Transfer to Level 1 (10,455,080 ) — (10,455,080 ) Change in fair value of derivative warrant liabilities 4,506,850 6,355,320 10,862,170 Derivative warrant liabilities at December 31, 2021 $ — $ 15,402,850 $ 15,402,850

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)			3 Months Ended		12 Months Ended
	May 16, 2022	Mar. 25, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Net proceeds of initial public offering			$ 311,200,000
Fair market value percentage			80%		80%
Business combination acquires percentage			50%		50%
Trust account per share (in Dollars per share)			$ 10		$ 10
Business combination, net tangible assets			$ 5,000,001		$ 5,000,001
Business combination redeem percentage			100%		100%
Interest to pay dissolution expense			$ 100,000		$ 100,000
Funds held in the trust account percentage			100%		100%
Interest to pay dissolution expenses			$ 100,000		$ 100,000
Number of common units based on a pre-transaction equity value			1,501,870,000		1,501,870,000
Operating bank account			559,000		812,000
Net working capital			$ 1,100,000		$ 1,400,000
Stock shares issued during the period for service (in Shares)			25,000		25,000
Proceeds from related party debt			$ 172,000		$ 172,000
Gross proceeds from initial public offering				$ 311,163,050	311,163,050
Proceeds from issuance of private placement				$ 9,223,261	9,223,261
Cash and cash equivalents held in trust account			$ 311,200,024		$ 311,175,471
IPO [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Initial public offering units (in Shares)		31,116,305
Price per unit (in Dollars per share)		$ 10
Gross proceeds from initial public offering		$ 311,200,000
Offering costs		17,600,000
Deferred underwriting commissions		10,900,000
Gross proceeds from initial public offering		$ 311,200,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Initial public offering units (in Shares)		3,616,305
Private Placement [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares, issued (in Shares)			12,500,000		12,500,000
Shares issued, price per share (in Dollars per share)			$ 10		$ 10
Proceeds from issuance of common stock			$ 125,000,000		$ 125,000,000
Class A Ordinary Shares [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Percentage of shares eligible to be transferred without any restriction			15%		15%
Common stock, conversion basis			(i) each outstanding Class B ordinary share, par value $0.0001 per share, of the Company will convert into one Class A ordinary share, par value $0.0001 per share, of the Company; (ii) the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “OPAL Fuels Inc.” (“New OPAL”), (B) each outstanding Class A ordinary share of the Company will become one share of Class A common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class A Common Stock”), (C) each outstanding warrant to purchase one Class A ordinary share of the Company will become a warrant to purchase one share of New OPAL Class A common stock and (D) New OPAL will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the
Common stock, par or stated value per share (in Dollars per share)			$ 0.0001		$ 0.0001
New Opal Class D Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock, par or stated value per share (in Dollars per share)			0.0001		0.0001
New Opal Class B Common Stock [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock, par or stated value per share (in Dollars per share)			$ 0.0001		$ 0.0001
New Opal Class B Common Stock and New Opal Class D Common Stock [Member] | First Earnout Triggering Event calendar 2023 [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Earnings before interest, taxes, depreciation, and amortization for calendar year 2023			$ 238,000,000		$ 238,000,000
Aggregate additional shares issued for calendar year 2023 (in Shares)			5,000,000		5,000,000
New Opal Class B Common Stock and New Opal Class D Common Stock [Member] | First Earnout Triggering Event calendar 2024 [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Earnings before interest, taxes, depreciation, and amortization for calendar year 2023			$ 446,000,000		$ 446,000,000
Aggregate additional shares issued for calendar year 2023 (in Shares)			5,000,000		5,000,000
Subsequent Event [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sponsor promissory note	$ 1,000,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Business combination period, description			Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable) 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”).		Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination 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 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 the monies held in the Trust Account (whether or not such waiver is enforceable) 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”).
Sponsor [Member] | Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Class of warrant or right issued during period shares (in Shares)			9,223,261		9,223,261
Class of warrant or right share price (in Dollars per share)			$ 1		$ 1
Gross proceeds			$ 9,200,000
Proceeds from issuance of private placement			$ 9,200,000		$ 9,200,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Maturity terms	185 days	185 days
Federal depository insurance coverage (in Dollars)	$ 250,000	$ 250,000
Private Placement [Member] | Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares	15,446,522	15,446,522
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ordinary shares subject to possible redemption	31,116,305	31,116,305

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)	$ 3,108,293	$ (97,791)	$ (12,456,056)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	31,116,305	3,067,805
Basic and diluted net income (loss) per ordinary share	$ 0.1	$ (0.03)	$ (0.49)
Class B [Member]
Numerator:
Allocation of net income (loss)	$ 777,073	$ (221,992)	$ (3,738,606)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	7,779,076	6,964,134
Basic and diluted net income (loss) per ordinary share	$ 0.1	$ (0.03)	$ (0.49)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		3 Months Ended		12 Months Ended
	Mar. 25, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Gross proceeds			$ 311,163,050	$ 311,163,050
Public warrant, description		Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).		Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	31,116,305
Purchase price per share (in Dollars per share)	$ 10
Gross proceeds	$ 311,200,000
Offering costs	17,600,000
Deferred underwriting commissions	$ 10,900,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	3,616,305

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member] - Sponsor [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Private Placement (Details) [Line Items]
Class of warrant or right issued during period shares (in Shares)	9,223,261	9,223,261
Class of warrant or right share price	$ 1	$ 1
Proceeds from issuance of private placement (in Dollars)	$ 9.2	$ 9.2
Class of warrant or rights exercise price	$ 11.5	$ 11.5
Number of days from which warrants will not be transferable or saleable	30 days	30 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			3 Months Ended		12 Months Ended
	Mar. 25, 2021	Jan. 20, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 22, 2021	Feb. 02, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Issuance of shares			25,000		25,000
Proceeds from related party debt (in Dollars)			$ 172,000		$ 172,000
Share price (in Dollars per share)			$ 9.81		$ 9.98
Agreed amount to repay for administrative services (in Dollars)	$ 10,000
Administrative services fee (in Dollars)			$ 30,000	$ 10,000	$ 100,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during period, shares, new issues	3,616,305
Forfeited aggregate of founder shares	127,174
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares, outstanding			7,779,076		7,779,076	7,906,250		7,779,076
Common stock, shares, issued		7,187,500	7,779,076		7,779,076	7,906,250		7,779,076
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of common stock shares subject to forfeiture						1,031,250
Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transactions (Details) [Line Items]
Share transfer, trigger price per share (in Dollars per share)			$ 12		$ 12
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares transferred to related party							35,000
Common stock, shares, outstanding						7,906,250
Common stock, shares, issued						7,906,250
Number of common stock shares subject to forfeiture						1,031,250
Percent of founder shares to company's issued and outstanding shares						20%
Sponsor [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeited aggregate of founder shares	127,174
Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of sponsor paid (in Dollars)		$ 25,000
Issuance of shares		7,187,500
Related Party Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan amount (in Dollars)		$ 300,000
Proceeds from related party debt (in Dollars)				$ 172,000
Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Convertible debt (in Dollars)			$ 1,500,000		$ 1,500,000
Convertible private placement warrants			1,500,000		1,500,000
Share price (in Dollars per share)			$ 1		$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	12 Months Ended
	Mar. 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Aggregate of amount		$ 4.9
Deferred legal fees			$ 4
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount per unit (in Dollars per share)		$ 0.2	$ 0.2
Aggregate value, paid upon the closing of the Initial Public Offering		$ 6.2	$ 6.2
Deferred underwriting discount per unit (in Dollars per share)		$ 0.35	$ 0.35
Deferred underwriting commission		$ 10.9	$ 10.9
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units (in Shares)	3,616,305
Unexercised over-allotment option expired , option period	45 days
Underwriting Agreement [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Option grant to underwriters		45 days	45 days
Additional units (in Shares)		4,125,000	4,125,000

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Class A ordinary shares outstanding		31,116,305
Class A Ordinary Shares [Member]
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Authorized to issue of Class A ordinary shares	500,000,000	500,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares outstanding	31,116,305	31,116,305
Common stock voting rights	one	one

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - Class A Ordinary Shares [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption [Line Items]
Gross Proceeds	$ 311,163,050	$ 311,163,050
Less:
Offering costs allocated to Class A shares subject to possible redemption	(17,138,390)	(17,138,390)
Proceeds allocated to Public Warrants at issuance	(5,948,230)	(5,948,230)
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount	23,086,620
Class A ordinary shares subject to possible redemption	$ 311,163,050	$ 311,163,050

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares		1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 25, 2021	Mar. 22, 2021	Mar. 31, 2022	Dec. 31, 2021	Jan. 20, 2021	Dec. 31, 2020
Shareholders' Deficit (Details) [Line Items]
Percentage of converted basis			20%	20%
Preference shares authorized			5,000,000	5,000,000
Preference shares, par value per share (in Dollars per share)			$ 0.0001	$ 0.0001
Preference shares outstanding
Preference shares issued
Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preference shares outstanding			0	0
Preference shares issued			0	0
Over-Allotment Option [Member]
Shareholders' Deficit (Details) [Line Items]
Purchase of additional units	3,616,305
Founder shares	127,174
Class A Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares authorized			500,000,000	500,000,000
Ordinary share par value (in Dollars per share)			$ 0.0001	$ 0.0001
Voting rights			one	one
Ordinary shares outstanding			31,116,305	31,116,305		31,116,305
Ordinary shares issued			31,116,305	31,116,305		31,116,305
Class B Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares authorized			50,000,000	50,000,000
Ordinary share par value (in Dollars per share)			$ 0.0001	$ 0.0001
Ordinary shares outstanding		7,906,250	7,779,076	7,779,076		7,779,076
Ordinary shares issued		7,906,250	7,779,076	7,779,076	7,187,500	7,779,076
Initial shareholders, percentage		20%
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares subject to forfeiture		1,031,250
Sponsor [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares outstanding		7,906,250
Ordinary shares issued		7,906,250
Ordinary shares subject to forfeiture		1,031,250
Sponsor [Member] | Over-Allotment Option [Member]
Shareholders' Deficit (Details) [Line Items]
Founder shares	127,174

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrant or right, outstanding shares (in Shares)	15,446,522	15,446,522
Percentage of total equity proceeds	60%
Share price	$ 9.81	$ 9.98
Total equity proceeds		60%
Class A Ordinary Shares [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Ordinary shares per warrant	0.361	$ 0.361
Share Price Equals or Exceeds Ten USD [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrants or rights redemption per share	$ 0.01	$ 0.01
Warrant minimum days' for prior written notice of redemption	30 days	30 days
Share price	$ 18	$ 18
Number of consecutive trading days to determine call of warrant redemption	20 days	20 days
Number of trading days to determine call of warrant redemption	30 days	30 days
Share Price Equals Or Exceeds Ten USD [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrants or rights redemption per share	$ 0.1	$ 0.1
Warrant minimum days' for prior written notice of redemption	30 days	30 days
Share price	$ 10	$ 10
Number of consecutive trading days to determine call of warrant redemption	20 days	20 days
Number of trading days to determine call of warrant redemption	30 days	30 days
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrant or right, outstanding shares (in Shares)	6,223,261	6,223,261
Warrant minimum days' for prior written notice of redemption	30 days	30 days
Number of consecutive trading days to determine call of warrant redemption	20 days	20 days
Public Warrants [Member] | Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrant or rights exercise price	$ 11.5	$ 11.5
Warrant expiration	5 years	5 years
Share price	$ 9.2	$ 9.2
Number of trading days	20 days	20 days
Volume weighted average price per share	$ 9.2	$ 9.2
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption trigger price as a percentage of the newly issued price	115%	115%
Class of warrants or right redemption trigger price	$ 18	$ 18
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption trigger price as a percentage of the newly issued price	180%	180%
Class of warrants or right redemption trigger price	$ 10	$ 10
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Class of warrant or right, outstanding shares (in Shares)		9,223,261

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Decrease increase in fair value of liabilities	$ 5.3	$ 0.3
Fair value of liabilities			$ 10.8

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	$ 311,200,024	$ 311,175,471
Quoted Prices in Active Markets (Level 1) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities	8,276,940	10,392,850
Quoted Prices in Active Markets (Level 1) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account
Significant Other Observable Inputs (Level 2) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities
Significant Other Observable Inputs (Level 2) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities	$ 12,266,940	$ 15,402,850

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurement inputs and valuation techniques - Level 3 [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price (in Dollars per share)	$ 9.92	$ 9.98
Volatility	16.30%	21.80%
Expected life of the options to convert (in Dollars per share)	$ 5.25	$ 5.5
Risk-free rate	2.40%	1.30%
Dividend yield

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	$ 15,402,850
Issuance of Public and Private Warrants		14,995,760
Transfer to Level 1		(10,455,080)
Change in fair value of derivative warrant liabilities	(3,135,910)	10,862,170
Ending Balance, Derivative warrant liabilities	12,266,940	15,402,850
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities
Issuance of Public and Private Warrants		5,948,230
Transfer to Level 1		(10,455,080)
Change in fair value of derivative warrant liabilities		4,506,850
Ending Balance, Derivative warrant liabilities
Private Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	15,402,850
Issuance of Public and Private Warrants		9,047,530
Transfer to Level 1
Change in fair value of derivative warrant liabilities	(3,135,910)	6,355,320
Ending Balance, Derivative warrant liabilities	$ 12,226,940	$ 15,402,850

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 14, 2022	May 16, 2022	May 11, 2022
Subsequent Events [Abstract]
Investors			$ 110,806,000
Underwriting Income (Loss)	$ 10,890,000
Non-interest bearing		$ 1,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net (loss)	$ 3,108,293	$ (97,791)	$ (12,456,056)
Denominator:
Basic and diluted weighted average ordinary shares outstanding			25,360,688
Basic and diluted net (loss) per ordinary share	$ 0.1	$ (0.03)	$ (0.49)
Class B [Member]
Numerator:
Allocation of net (loss)	$ 777,073	$ (221,992)	$ (3,738,606)
Denominator:
Basic and diluted weighted average ordinary shares outstanding			7,611,848
Basic and diluted net (loss) per ordinary share	$ 0.1	$ (0.03)	$ (0.49)

Class A Ordinary Shares Subje_5

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - Class A Ordinary Shares [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption [Line Items]
Gross Proceeds	$ 311,163,050	$ 311,163,050
Less:
Offering costs allocated to Class A shares subject to possible redemption	(17,138,390)	(17,138,390)
Proceeds allocated to Public Warrants at issuance	(5,948,230)	(5,948,230)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		23,086,620
Class A ordinary shares subject to possible redemption	$ 311,163,050	$ 311,163,050

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account – money market fund	$ 311,200,024	$ 311,175,471
Quoted Prices in Active Markets (Level 1) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities – Public Warrants		10,392,850
Quoted Prices in Active Markets (Level 1) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities – Public Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account – money market fund
Significant Other Observable Inputs (Level 2) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities – Public Warrants
Significant Other Observable Inputs (Level 2) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities – Public Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account – money market fund
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative liabilities – Public Warrants [Member]
Liabilities:
Derivative liabilities – Public Warrants
Significant Other Unobservable Inputs (Level 3) [Member] | Derivative – warrant liabilities – private [Member]
Liabilities:
Derivative liabilities – Public Warrants		$ 15,402,850

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of fair value measurement inputs and valuation techniques - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of fair value measurement inputs and valuation techniques [Abstract]
Share price (in Dollars per share)	$ 9.81	$ 9.98
Volatility	14.30%	21.80%
Expected life of the options to convert	6 years 6 months 10 days	5 years 6 months
Risk-free rate	1.20%	1.30%
Dividend yield

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	$ 15,402,850
Issuance of Public and Private Warrants		14,995,760
Transfer to Level 1		(10,455,080)
Change in fair value of derivative warrant liabilities	(3,135,910)	10,862,170
Ending Balance, Derivative warrant liabilities	12,266,940	15,402,850
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities
Issuance of Public and Private Warrants		5,948,230
Transfer to Level 1		(10,455,080)
Change in fair value of derivative warrant liabilities		4,506,850
Ending Balance, Derivative warrant liabilities
Private Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	15,402,850
Issuance of Public and Private Warrants		9,047,530
Transfer to Level 1
Change in fair value of derivative warrant liabilities	(3,135,910)	6,355,320
Ending Balance, Derivative warrant liabilities	$ 12,226,940	$ 15,402,850