Hennessy Capital Investment Corp. VI (HCVI) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Document Information Line Items
Entity Registrant Name	HENNESSY CAPITAL INVESTMENT CORP. VI
Trading Symbol	HCVI
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001842937
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40846
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1626937
Entity Address, Address Line One	3415 N. Pines Way
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Wilson
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	83014
City Area Code	(307)
Local Phone Number	201-1903
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,092,954
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		11,364,318

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,606,000	$ 1,966,000
Prepaid expenses	762,000	824,000
Total current assets	2,368,000	2,790,000
Non-current asset – Cash and investments held in Trust Account	340,961,000	340,936,000
Total assets	343,329,000	343,726,000
Current liabilities:
Accounts payable	87,000	99,000
Accrued liabilities	36,000	36,000
Deferred compensation – related parties	205,000	84,000
Franchise Taxes Payable	240,000	200,000
Total current liabilities	568,000	419,000
Other liabilities -
Derivative warrant liabilities	8,917,000	15,605,000
Deferred underwriting compensation	11,933,000	11,933,000
Total liabilities	21,418,000	27,957,000
Commitments and contingencies
Class A common stock subject to possible redemption; 34,092,954 shares (at $10.00 per share)	340,930,000	340,930,000
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding at March 31, 2022 and December 31, 2021, respectively
Class A common stock, $0.0001 par value; 200,000,000 authorized shares; -0- and -0- shares, respectively, issued and outstanding at March 31, 2022 and December 31, 2021
Class B common stock, $0.0001 par value, 20,000,000 authorized shares; 11,364,318 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1,000	1,000
Additional paid-in capital
Accumulated deficit	(19,020,000)	(25,162,000)
Total stockholders’ (deficit)	(19,019,000)	(25,161,000)
Total liabilities and stockholders’ deficit	$ 343,329,000	$ 343,726,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption shares	34,092,954	34,092,954
Common stock subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	11,364,318	11,364,318
Common stock, shares outstanding	11,364,318	11,364,318

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		2 Months Ended	3 Months Ended
		Mar. 31, 2021	Mar. 31, 2022
General and administrative expenses		$ 2,000	$ 571,000
Loss from operations		(2,000)	(571,000)
Other income (expense):
Interest income on Trust Account			25,000
Change in fair value of derivative warrant liabilities			6,688,000
Income (loss) before provision for income tax		(2,000)	6,142,000
Net income (loss)		$ (2,000)	$ 6,142,000
Class A Common Stock
Other income (expense):
Weighted average shares of common stock outstanding – Basic and diluted (in Shares)	[1],[2]	10,000,000	34,093,000
Net income (loss) per share of common stock – Basic and diluted (in Dollars per share)		$ 0	$ 0.14
Class B Common Stock
Other income (expense):
Weighted average shares of common stock outstanding – Basic and diluted (in Shares)	[1]	10,000,000	11,365,000
Net income (loss) per share of common stock – Basic and diluted (in Dollars per share)		$ 0	$ 0.14
[1]	At March 31, 2021, excluded an aggregate of 1,500,000 shares of Class B common stock held by the Sponsor that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full.
[2]	Share amounts at March 31, 2021 have been retroactively restated to reflect stock dividends of 0.33333333 shares for each share of Class B common stock outstanding in March 2021 and of one share for each share of Class B common stock outstanding in September 2021 (see Note 4)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 21, 2021
Balance (in Shares) at Jan. 21, 2021
Sale of shares of Class B common stock to Sponsor at approximately $0.002 per share	[1],[2]		$ 1,000	24,000		25,000
Sale of shares of Class B common stock to Sponsor at approximately $0.002 per share (in Shares)	[1],[2]		11,500,000
Net income (loss)					(2,000)	(2,000)
Balance at Mar. 31, 2021			$ 1,000	24,000	(2,000)	23,000
Balance (in Shares) at Mar. 31, 2021			11,500,000
Balance at Dec. 31, 2021			$ 1,000		(25,162,000)	(25,161,000)
Balance (in Shares) at Dec. 31, 2021			11,364,318
Net income (loss)					6,142,000	6,142,000
Balance at Mar. 31, 2022			$ 1,000		$ (19,020,000)	$ (19,019,000)
Balance (in Shares) at Mar. 31, 2022			11,364,318
[1]	Includes an aggregate of 1,500,000 shares of Class B common stock held by the Sponsor that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full.
[2]	Share amounts at March 31, 2021 have been retroactively restated to reflect stock dividends of 0.33333333 shares for each share of Class B common stock outstanding in March 2021 and of one share for each share of Class B common stock outstanding in September 2021 (see Note 4).

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Net income (loss)	$ (2,000)	$ 6,142,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income retained in the Trust Account		(25,000)
Change in fair value of derivative liabilities		(6,688,000)
Increase in prepaid expenses		62,000
Increase (decrease) in accounts payable (excluding offering costs of $70,000)	2,000	(12,000)
Increase in deferred compensation – related parties		121,000
Increase in Franchise taxes payable and other		40,000
Net cash used in operating activities		(360,000)
Cash flows from financing activities:
Proceeds from sale of Class B common stock to Sponsor	25,000
Proceeds from note payable to Sponsor	105,000
Payment of offering costs	(108,000)
Net cash provided by financing activities	22,000
Net (decrease) increase in cash	22,000	(360,000)
Cash at beginning of period		1,966,000
Cash at end of period	22,000	1,606,000
Supplemental disclosure of non-cash financing activities:
Offering costs included in accounts payable	$ 21,000	$ 70,000

Condensed Statements of Cash _2

Condensed Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Offering costs	$ 70,000	$ 70,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Hennessy Capital Investment Corp. VI (the “Company”) was incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At March 31, 2022, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $340,930,000 Public Offering (Note 3) and a $10,819,000 private placement of warrants (the “Private Placement Warrants”) to our Sponsor, our Direct Anchor Investors (as defined below) and our Other Anchor Investors(as defined below) (“Private Placement”), (Note 4). Upon the closing of the Public Offering and the Private Placement (including the underwriters’ over-allotment option exercise), $340,930,000 was deposited in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any shares of Class A common stock issued pursuant to the Public Offering (“public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Public Offering (i.e., by October 1, 2023), or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Global Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.00 per public share of Class A common stock ($340,930,000 held in the Trust Account divided by 34,092,954 public shares). The Company has 24 months from the closing date of the Public Offering, until October 1, 2023, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s independent directors (collectively, the “initial stockholders”) have waived their rights to participate in any redemption with respect to their Founder Shares (as defined in Note 4); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months from the closing of the Public Offering. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022. The interim results for three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any other future periods. Liquidity and capital resources: With approximately $1,606,000 in cash and approximately $1,800,000 of working capital at March 31, 2022, the Company believes, but cannot assure, that it has the resources to continue its operations beyond one year plus the normal time to report its financial statements. Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standards. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income or Loss per Share of Common Stock: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share of common stock is computed by dividing net income or loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,576,712 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share of Class A common stock is the same as basic income (loss) per share of common stock for the period presented. The Company has two classes of common stock, which are referred to as shares of Class A common stock and shares of Class B common stock. Income and losses are shared pro rata among the two classes of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. March 31, 2022 Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 4,607,000 $ 1,535,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 Basic and diluted net income per share of common stock $ 0.14 $ 0.14 Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at March 31, 2022 or December 31, 2021. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of March 31, 2022 and December 31, 2021, 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. Offering Costs: The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,741,000 including Company costs of approximately $990,000 together with $18,750,000 of underwriters’ discount, have been allocated to equity instruments ($19,018,000) and derivative warrant liabilities ($722,000), based on their relative values, and charged to equity or expense (in the case of the portion allocated to derivative warrant liabilities) upon completion of the Public Offering. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and the period from January 22, 2021 (inception) to March 31, 2021 the Company recorded income tax expense of approximately $0 and $0, respectively, because, in 2022, the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account so there was no income for tax purposes, and in 2021 there was no interest income. The Company’s effective tax rate for the three months ended March 31, 2022 and the period from January 22, 2021 (inception) to December 31, 2021 was approximately 0% and 0%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and business combination and warrant costs and warrant fair value adjustments which may not be deductible or taxable. At March 31, 2022, the Company has a deferred tax asset of approximately $180,000 primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Redeemable Common Stock: As discussed in Note 4, all of the 34,092,954 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets ( i.e. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock are redeemable and classified as such on the Company’s balance sheet until such time as a redemption event takes place. The value of Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 34,092,954 shares of Class A common stock. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2022 and December 31, 2021, all of the 34,092,954 public shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value 30,953,000 Shares of Class A common stock subject to redemption $ 340,930,000 Derivative warrant liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the Warrants accounted for as liabilities are charged to operations when the Warrants are issued. The fair value of the Warrants was initially estimated using a binomial lattice simulation approach, and as described below in Note 6, it was subsequently based upon, or derived from, the trading price of our warrants issued as part of the units offered in our initial public offering (the “Public Warrants”) in an active, open market. Recent Accounting Pronouncements: In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events and transactions occurring after March 31, 2022 (the unaudited balance sheet date), up to the date of the unaudited condensed financial statements were issued. The Company has concluded that all such events and transactions that would require adjustment or disclosure in the unaudited condensed financial statements have been recognized or disclosed.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2022
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 - PUBLIC OFFERING In October 2021, the Company consummated the Public Offering of 34,092,954 units (including the underwriters’ partial exercise of their over-allotment option) at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment (Note 6). The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. On October 21, 2021 the underwriters’ exercised their option with respect to 4,092,954 Units. The Warrants issued in connection with 4,092,954 over-allotment Units are identical to the Public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering and over-allotment option exercise (an aggregate of approximately $6,819,000), with an additional fee (the “Deferred Discount”) of 3.5% (an aggregate of approximately $11,933,000) of the gross offering proceeds payable upon the consummation of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. The Company intends to finance a Business Combination with proceeds from the approximately $340,930,000 Public Offering and $10,819,000 private placement (Note 4), net of expenses of the offering and amounts allocated to working capital. Upon the closing of the Public Offering, the over-allotment option and the private placement, approximately $340,930,000 was deposited in the Trust Account. In July and August 2021, the Company entered into subscription agreements with the Direct Anchor Investors (as defined below) and the Other Anchor Investors (as defined below) to purchase 4,853,177 Private Placement Warrants at $1.50 per Warrant. The Direct Anchor Investors, the Other Anchor Investors and one strategic investment fund that is focused on end markets similar to those on which the Company intends to concentrate (collectively, the “Anchor Investors”) also purchased an aggregate of $321.1 million of Units in the Public Offering. The Anchor Investors are also entitled to purchase from the Sponsor, upon consummation of the initial Business Combination and subject to certain conditions, an aggregate of up to 49% of the number of Founder Shares outstanding upon closing of the Public Offering, at a purchase price of approximately $0.002 per share.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares In January 2021 the Sponsor purchased 4,312,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.006 per share (up to 562,500 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full). In March and June 2021, the Sponsor transferred an aggregate of 150,000 Founder Shares to the Company’s independent directors. In March 2021, the Company effected a stock dividend of 0.33333333 of a Founder Share for each outstanding Founder Share, and in September 2021, the Company effected a second stock dividend of 1 Founder Share for each outstanding Founder Share, which stock dividends resulted in the Sponsor and the Company’s independent directors holding an aggregate of 11,500,000 Founder Shares (up to 1,500,000 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional Units was exercised). The share and per share amounts related to the stock dividend have been retroactively restated in the accompanying financial statements. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the initial stockholders would own 25.0% of the Company’s issued and outstanding shares after the Public Offering. The underwriters’ exercised their over-allotment in part, and therefore 135,682 Founder Shares were forfeited by the Sponsor. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Public Offering on October 1, 2021 and the partial exercise of the underwriters’ over-allotment option on October 21, 2021, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it manages, D. E. Shaw Valence Investments (Cayman) Limited and D. E. Shaw Valence Portfolios, L.L.C., certain funds managed by affiliates of Apollo Global Management, Inc., certain funds managed by Highbridge Capital Management, LLC and Antara Capital Total Return SPAC Master Fund LP (collectively, the “Direct Anchor Investors”), and four other unaffiliated qualified institutional buyers or institutional accredited investors, on behalf of one or more funds that they advise or manage (collectively, the “Other Anchor Investors”), purchased from the Company in a private placement an aggregate of 7,212,394 Warrants at a price of $1.50 per warrant (an aggregate purchase price of approximately $10,819,000) (the “Private Placement Warrants”). The Sponsor purchased 2,359,217 Private Placement Warrants and the Direct Anchor Investors and Other Anchor Investors purchased an aggregate of 4,853,177 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering and deposited in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor, the Direct Anchor Investors, the Other Anchor Investors or their respective permitted transferees, (i) will not be redeemable by the Company (except if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), in which case the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Warrants), (ii) may not (including the shares of Class A common stock issuable upon the exercise of such Private Placement Warrants), subject to certain limited exceptions as described in the Registration Statement, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) the holders thereof (including with respect to the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) are entitled to registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants deposited in the Trust Account will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor, the Direct Anchor Investors and the Other Investors will expire worthless. Registration Rights The Company’s initial stockholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement executed on the date of the prospectus for the Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Related Party Loans In January 2021, the Sponsor agreed to loan the Company an aggregate of $500,000 by drawdowns against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note is non-interest bearing and payable, as amended in July 2021, on the earlier of December 31, 2021 or the completion of the Public Offering. Prior to October 1, 2021, the Company had borrowed $195,000 under the Note in order to pay expenses of the Public Offering. All such amounts borrowed under the Note were paid at the closing of the Public Offering on October 1, 2021 and there are no amounts available to borrow after that date. If the Sponsor, an affiliate of the Sponsor or the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into Warrants, at the price of $1.50 per warrant, at the option of the lender. Such Warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, none of the Sponsor, affiliates of the Sponsor or the Company’s officers or directors had made any working capital loans to the Company. Administrative Support Agreement and Payments to Certain Officers The Company has agreed to pay $15,000 per month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital Group LLC. Services commenced on September 29, 2021, the date the Company’s securities were first listed on the Nasdaq Global Market, and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Charges to operations under the agreement for the three months ended March 31, 2022 were $45,000 and there was no amount payable at March 31, 2022. Also, commencing on September 29, 2021, the Company began to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. In addition, in January 2022, the Company began to compensate a vice president $25,000 per month, $12,500 of which is payable upon the completion of the Company’s initial Business Combination and $12,500 of which is payable currently for his services. An aggregate of approximately $249,000 was charged to operations for the three months ended March 31, 2022. Deferred compensation - related parties includes approximately $206,000 under this obligation for the period from September 29, 2021 to March 31, 2022.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT	NOTE 5 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $340,930,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At March 31, 2022, the balance in the Trust Account was held in cash. On March 29, 2022 approximately $340,961,000 of U.S. government treasury bills matured and on April 1, 2022 approximately $340,936,000 of proceeds was reinvested in U.S. government treasury bills. At December 31, 2021, the proceeds of the Trust Account were invested in money market funds meeting certain conditions described above yielding interest of less than 0.1% per year. When it has them, the Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost and adjusted for the amortization of discounts. There are no held-to-maturities held by the Company at March 31, 2022 or December 31, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2021 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investment are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Carrying Quoted Assets: Cash $ 340,961,000 $ 340,961,000 Description Carrying Quoted Assets: Money market funds $ 340,936,000 $ 340,936,000

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2022
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 6 - WARRANT LIABILITIES At March 31, 2022 and December 31, 2021, the Company has 18,576,712 Warrants outstanding, including 11,364,318 Public Warrants and 7,212,394 Private Placement Warrants. The Company accounts for its Warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. As a result of this guidance, the Company’s management evaluated its Warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s Warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company has recorded approximately $722,000 of costs to the statement of operations at inception of the Warrants to reflect an allocation of total offering and issue costs to warrant issuance costs based on the relative fair values of the equity and derivative warrant liabilities instruments. The Company is required to record the Warrants at fair value at each reporting period, with changes in fair value recognized in the statement of operations. The following table presents information about the Company’s Warrant liabilities that are measured at fair value on a recurring basis at March 31, 2022 (unaudited) and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description March 31, Markets Inputs Inputs Warrant Liabilities: Public Warrants $ 5,455,000 $ 5,455,000 $ - $ - Private Placement Warrants 3,462,000 - 3,462,000 - Derivative warrant liabilities at December 31, 2021 $ 8,917,000 $ 5,455,000 $ 3,462,000 $ - Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 9,546,000 $ 9,546,000 $ - $ - Private Placement Warrants 6,059,000 - 6,059,000 - Derivative warrant liabilities at December 31, 2021 $ 15,605,000 $ 9,546,000 $ 6,059,000 $ - At March 31, 2022 (unaudited) and December 31, 2021, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.48 and $0.84, respectively, per warrant on March 31, 2022 and December 31, 2021). Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs - Level 2). The derivative warrant liabilities are not subject to qualified hedge accounting. Public Warrants At March 31, 2022 and December 31, 2021, there were 11,364,318 Public Warrants outstanding. Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock. Under the terms of the warrant agreement, the Company has agreed to use its reasonable best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional Warrants have been or will be issued upon separation of the Units and only whole Warrants trade. Each Warrant will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. If a registration statement covering the Class A common stock 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 expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates or the Anchor Investors (as defined below), without taking into account any Founder Shares or Warrants held by the Company’s initial stockholders or such affiliates, as applicable, or the Anchor Investors, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”). Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; ● if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Warrants. 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 24-month period to complete the Business Combination (i.e. by October 1, 2023), 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. Private Placement Warrants See Note 4 for information about the Company’s outstanding Private Placement Warrants to purchase 7,212,394 shares of Class A common stock.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	3 Months Ended
	Mar. 31, 2022
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The authorized common stock of the Company is 220,000,000 shares, including 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share. Upon completion of the Company’s initial Business Combination, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its initial Business Combination. Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock in connection with the initial Business Combination. In March 2021 and December 31, 2021, the Company effected a stock dividend of 0.33333333 of Founder Share for each outstanding Founder Share, and the Company effected a second stock dividend of 1 Founder Share for each outstanding Founder Share in September 2021, which stock dividends resulted in the Sponsor and the Company’s independent directors holding an aggregate of 11,500,000 shares of Class B common stock (up to 1,500,000 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional Units was exercised). At March 31, 2022 and December 31, 2021, all 34,092,954 shares of Class A common stock issued and outstanding as of such date are reflected as common stock subject to redemption. Because the underwriters’ exercised their over-allotment in part, 135,682 shares of Class B common stock were forfeited by the Sponsor leaving 11,364,318 shares of Class B common stock outstanding at March 31, 2022 and December 31, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Risks and Uncertainties COVID-19 - Conflict in Ukraine — In February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022. The interim results for three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any other future periods.
Liquidity and capital resources	Liquidity and capital resources: With approximately $1,606,000 in cash and approximately $1,800,000 of working capital at March 31, 2022, the Company believes, but cannot assure, that it has the resources to continue its operations beyond one year plus the normal time to report its financial statements.
Emerging Growth Company	Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standards. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Income or Loss per Share of Common Stock	Net Income or Loss per Share of Common Stock: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share of common stock is computed by dividing net income or loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,576,712 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share of Class A common stock is the same as basic income (loss) per share of common stock for the period presented. The Company has two classes of common stock, which are referred to as shares of Class A common stock and shares of Class B common stock. Income and losses are shared pro rata among the two classes of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. March 31, 2022 Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 4,607,000 $ 1,535,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 Basic and diluted net income per share of common stock $ 0.14 $ 0.14
Cash and Cash Equivalents	Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at March 31, 2022 or December 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature.
Use of Estimates	Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of March 31, 2022 and December 31, 2021, 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.
Offering Costs	Offering Costs: The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,741,000 including Company costs of approximately $990,000 together with $18,750,000 of underwriters’ discount, have been allocated to equity instruments ($19,018,000) and derivative warrant liabilities ($722,000), based on their relative values, and charged to equity or expense (in the case of the portion allocated to derivative warrant liabilities) upon completion of the Public Offering.
Income Taxes	Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and the period from January 22, 2021 (inception) to March 31, 2021 the Company recorded income tax expense of approximately $0 and $0, respectively, because, in 2022, the cost of deductible franchise taxes exceeded the interest income earned on the Trust Account so there was no income for tax purposes, and in 2021 there was no interest income. The Company’s effective tax rate for the three months ended March 31, 2022 and the period from January 22, 2021 (inception) to December 31, 2021 was approximately 0% and 0%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible and business combination and warrant costs and warrant fair value adjustments which may not be deductible or taxable. At March 31, 2022, the Company has a deferred tax asset of approximately $180,000 primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Redeemable Common Stock	Redeemable Common Stock: As discussed in Note 4, all of the 34,092,954 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets ( i.e. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock are redeemable and classified as such on the Company’s balance sheet until such time as a redemption event takes place. The value of Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 34,092,954 shares of Class A common stock. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2022 and December 31, 2021, all of the 34,092,954 public shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value 30,953,000 Shares of Class A common stock subject to redemption $ 340,930,000
Derivative warrant liabilities	Derivative warrant liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the Warrants accounted for as liabilities are charged to operations when the Warrants are issued. The fair value of the Warrants was initially estimated using a binomial lattice simulation approach, and as described below in Note 6, it was subsequently based upon, or derived from, the trading price of our warrants issued as part of the units offered in our initial public offering (the “Public Warrants”) in an active, open market.
Recent Accounting Pronouncements	Recent Accounting Pronouncements: In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events	Subsequent Events: Management has evaluated subsequent events and transactions occurring after March 31, 2022 (the unaudited balance sheet date), up to the date of the unaudited condensed financial statements were issued. The Company has concluded that all such events and transactions that would require adjustment or disclosure in the unaudited condensed financial statements have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income per share	March 31, 2022 Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 4,607,000 $ 1,535,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 Basic and diluted net income per share of common stock $ 0.14 $ 0.14
Schedule of class A common stock subject to redemption	Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value 30,953,000 Shares of Class A common stock subject to redemption $ 340,930,000

Trust Account and Fair Value _2

Trust Account and Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of assets measured at fair value	Description Carrying Quoted Assets: Cash $ 340,961,000 $ 340,961,000 Description Carrying Quoted Assets: Money market funds $ 340,936,000 $ 340,936,000

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Warrant Liabilities [Abstract]
Schedule of warrant liabilities measured	Description March 31, Markets Inputs Inputs Warrant Liabilities: Public Warrants $ 5,455,000 $ 5,455,000 $ - $ - Private Placement Warrants 3,462,000 - 3,462,000 - Derivative warrant liabilities at December 31, 2021 $ 8,917,000 $ 5,455,000 $ 3,462,000 $ - Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 9,546,000 $ 9,546,000 $ - $ - Private Placement Warrants 6,059,000 - 6,059,000 - Derivative warrant liabilities at December 31, 2021 $ 15,605,000 $ 9,546,000 $ 6,059,000 $ -

Description of Organization a_2

Description of Organization and Business Operations (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from proposed offering	$ 340,930,000
Interest paid	$ 100,000
Fair market value percentage	80.00%
Net tangible assets	$ 5,000,001
Business combination related description	If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.00 per public share of Class A common stock ($340,930,000 held in the Trust Account divided by 34,092,954 public shares).
Net interest to pay dissolution expenses	$ 100,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from issuance of private placement	340,930,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from proposed offering	340,930,000
Sponsor [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds from issuance of private placement	$ 10,819,000
Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Obligation redeem shares, percent	100.00%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash		$ 1,606,000	$ 1,966,000
Aggregate of common stock (in Shares)		18,576,712
Federal depository insurance coverage		$ 250,000
Public offering		19,741,000
Cost of amount		990,000
Underwriters discount		18,750,000
Equity instruments		(19,018,000)
Derivative warrant liabilities		(722,000)
Income tax expense	$ 0	$ 0
Income tax rate, percentage		0.00%	0.00%
Deferred tax		$ 180,000
Net tangible assets		$ 5,000,000
Public shares (in Shares)		34,092,954
Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public shares sold (in Shares)		34,092,954
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Redeemed per share (in Dollars per share)		$ 10
Shares of common stock (in Shares)		34,092,954
Business combination [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Net tangible assets		$ 5,000,001
Liquidity and Capital [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Working capital		$ 1,800,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Class A [Member]
Numerator:
Allocation of income – basic and diluted | $	$ 4,607,000
Denominator:
Basic and diluted weighted average share of common stock: | shares	34,093,000
Basic and diluted net income per share of common stock | $ / shares	$ 0.14
Class B [Member]
Numerator:
Allocation of income – basic and diluted | $	$ 1,535,000
Denominator:
Basic and diluted weighted average share of common stock: | shares	11,364,000
Basic and diluted net income per share of common stock | $ / shares	$ 0.14

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to redemption	3 Months Ended
	Mar. 31, 2022USD ($)
Schedule of class A common stock subject to redemption [Abstract]
Gross proceeds of Public Offering	$ 340,930,000
Less: Proceeds allocated to Public Warrants	(11,935,000)
Offering costs	(19,018,000)
Plus: Accretion of carrying value to redemption value	30,953,000
Shares of Class A common stock subject to redemption	$ 340,930,000

Public Offering (Details)

Public Offering (Details) - USD ($)	1 Months Ended		3 Months Ended
	Oct. 21, 2021	Aug. 31, 2021	Mar. 31, 2022	Oct. 31, 2021
Public Offering (Details) [Line Items]
Additional units			$ 4,500,000
Underwriters’ exercised shares (in Shares)	4,092,954
Warrants shares issued (in Shares)	4,092,954
Deposited trust account (in Dollars)			$ 340,930,000
Per warrant		$ 1.5
Direct anchor investors, description			The Direct Anchor Investors, the Other Anchor Investors and one strategic investment fund that is focused on end markets similar to those on which the Company intends to concentrate (collectively, the “Anchor Investors”) also purchased an aggregate of $321.1 million of Units in the Public Offering.
Aggregate price per share			49.00%
Purchase price per share			$ 0.002
IPO [Member]
Public Offering (Details) [Line Items]
Sale of units (in Shares)				34,092,954
Additional units				$ 10
Underwriters [Member]
Public Offering (Details) [Line Items]
Business combination, description			The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering and over-allotment option exercise (an aggregate of approximately $6,819,000), with an additional fee (the “Deferred Discount”) of 3.5% (an aggregate of approximately $11,933,000) of the gross offering proceeds payable upon the consummation of the initial Business Combination.
Private Placement [Member]
Public Offering (Details) [Line Items]
Public offering (in Dollars)			$ 10,819,000
Private Placement Warrants [Member]
Public Offering (Details) [Line Items]
Purchase shares (in Shares)		4,853,177
Class A Common Stock [Member]
Public Offering (Details) [Line Items]
Additional units			$ 11.5
Common stock par value			$ 0.0001
Public offering exercisable share (in Shares)			1
Purchase price per share			$ 11.5
Business Combination [Member]
Public Offering (Details) [Line Items]
Business combination costs (in Dollars)			$ 340,930,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 01, 2021	Jan. 31, 2021	Oct. 21, 2021	Sep. 29, 2021	Mar. 31, 2021	Mar. 31, 2022	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Subject to forfeiture shares		562,500
Aggregate founder shares					150,000
Effected a stock dividend (in Dollars)					$ 0.33333333
Dividend of founder share							1
Aggregate founder shares							11,500,000
Percentage of issued and outstanding shares						25.00%
Founder shares forfeited						135,682
Exceeds per share (in Dollars per share)						$ 12
Sale of the over-allotment units, description			Simultaneously with the closing of the Public Offering on October 1, 2021 and the partial exercise of the underwriters’ over-allotment option on October 21, 2021, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it manages, D. E. Shaw Valence Investments (Cayman) Limited and D. E. Shaw Valence Portfolios, L.L.C., certain funds managed by affiliates of Apollo Global Management, Inc., certain funds managed by Highbridge Capital Management, LLC and Antara Capital Total Return SPAC Master Fund LP (collectively, the “Direct Anchor Investors”), and four other unaffiliated qualified institutional buyers or institutional accredited investors, on behalf of one or more funds that they advise or manage (collectively, the “Other Anchor Investors”), purchased from the Company in a private placement an aggregate of 7,212,394 Warrants at a price of $1.50 per warrant (an aggregate purchase price of approximately $10,819,000) (the “Private Placement Warrants”).
Purchase price per share (in Dollars per share)						0.002
Reference value per share (in Dollars per share)						$ 18
Aggregate amount (in Dollars)		$ 500,000
Borrowed amount (in Dollars)	$ 195,000
Converted into warrants amount (in Dollars)						$ 1,500,000
Price per warrant (in Dollars per share)						$ 1.5
Amount payable (in Dollars)						$ 45,000
Description of business combination				the Company began to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. In addition, in January 2022, the Company began to compensate a vice president $25,000 per month, $12,500 of which is payable upon the completion of the Company’s initial Business Combination and $12,500 of which is payable currently for his services. An aggregate of approximately $249,000 was charged to operations for the three months ended March 31, 2022. Deferred compensation - related parties includes approximately $206,000 under this obligation for the period from September 29, 2021 to March 31, 2022
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Purchase shares						2,359,217
Purchased an aggregate						4,853,177
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchased value (in Dollars)		$ 25,000
Per share (in Dollars per share)		$ 0.006
Sponsor agreed to forfeit shares						1,500,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture shares							1,500,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase shares		4,312,500
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase price per share (in Dollars per share)						$ 11.5
Hennessy Capital Group LLC [Member]
Related Party Transactions (Details) [Line Items]
Office space, utilities and secretarial and administrative expenses (in Dollars)						$ 15,000

Trust Account and Fair Value _3

Trust Account and Fair Value Measurement (Details) - USD ($)	Apr. 01, 2022	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Public offering private placement		$ 340,930,000
U.S. government treasury bills	$ 340,961,000
Trust Account held in cash		$ 340,936,000
Trust account invested description		the proceeds of the Trust Account were invested in money market funds meeting certain conditions described above yielding interest of less than 0.1% per year.

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement (Details) - Schedule of assets measured at fair value - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Carrying Value [Member]
Assets:
Cash	$ 340,961,000
Assets:
Money market funds		$ 340,936,000
Quoted Price Prices in Active Markets (Level 1) [Member]
Assets:
Cash	$ 340,961,000
Assets:
Money market funds		$ 340,936,000

Warrant Liabilities (Details)

Warrant Liabilities (Details) - USD ($)	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Warrant Liabilities (Details) [Line Items]
Warrants outstanding shares	18,576,712	18,576,712
Warrant issuance costs (in Dollars)	$ 722,000
Public warrant active market per share (in Dollars per share)	$ 0.48	$ 0.84
Public warrants outstanding	11,364,318	11,364,318
Public offering exercisable share	1
Exercise price (in Dollars per share)	$ 11.5
Business combination year	5 years
Initial business combination description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates or the Anchor Investors (as defined below), without taking into account any Founder Shares or Warrants held by the Company’s initial stockholders or such affiliates, as applicable, or the Anchor Investors, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Redemption warrants description	Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;     ● at a price of $0.01 per Warrant;     ● upon a minimum of 30 days’ prior written notice of redemption; and   ●if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”).
Public Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding shares	11,364,318	11,364,318
Private Placement Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding shares	7,212,394
Redemption warrants description	Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants):    ● in whole and not in part;     ● at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock;     ● if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and   ●if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Warrants.
Purchase warrants	7,212,394
Private Placement [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding shares		7,212,394

Warrant Liabilities (Details) -

Warrant Liabilities (Details) - Schedule of warrant liabilities measured - USD ($)	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Warrant Liabilities:
Public Warrants	$ 5,455,000	$ 9,546,000
Private Placement Warrants	3,462,000	6,059,000
Derivative warrant liabilities at December 31, 2021	8,917,000	15,605,000
Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Public Warrants	5,455,000	9,546,000
Private Placement Warrants
Derivative warrant liabilities at December 31, 2021	5,455,000	9,546,000
Significant Other Observable Inputs (Level 2) [Member]
Warrant Liabilities:
Public Warrants
Private Placement Warrants	3,462,000	6,059,000
Derivative warrant liabilities at December 31, 2021	3,462,000	6,059,000
Significant Other Unobservable Inputs (Level 3) [Member]
Warrant Liabilities:
Public Warrants
Private Placement Warrants
Derivative warrant liabilities at December 31, 2021

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - USD ($)	1 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized		220,000,000
Common stock voting rights		one
Founder share (in Dollars per share)	$ 0.33333333		$ 0.33333333
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		0	0
Class A Common Stock [Member] | Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock shares outstanding		34,092,954
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		11,364,318	11,364,318
Common stock forfeited shares (in Dollars)		$ 135,682
Sponsor [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Forfeiture shares		1,500,000
Sponsor [Member] | Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Aggregate of shares		11,500,000