Intuitive Machines (LUNR) S-412 Oct 22Registration of securities issued in business combination transactionsFinancial data

Company Profile

Document And Entity Information

Document And Entity Information	6 Months Ended
Document And Entity Information	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Inflection Point Acquisition Corp.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001844452
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets:
Cash	$ 2,632	$ 359,610
Prepaid expenses	486,411	475,532
Total current assets	489,043	835,142
Prepaid expenses – noncurrent portion	103,346	326,032
Marketable Securities held in Trust Account	330,251,556	329,755,798
Total assets	330,843,945	330,916,972
Liabilities and Shareholders’ Equity
Accrued offering costs and expenses	548,061	218,421
Due to related party	27,500	1,032
Total current liabilities	575,561	219,453
Deferred underwriting fee	11,541,250	11,541,250
Total liabilities	12,116,811	11,760,703
Commitments and Contingencies (Note 6)
Class A ordinary share subject to possible redemption, 31,588,011 shares at redemption value	316,381,666	315,880,110
Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,386,989 shares issued and outstanding (excluding 31,588,011 shares subject to possible redemption)	139	139
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,243,750 shares issued and outstanding	825	825
Additional paid-in capital	3,089,150	3,590,706
Accumulated deficit	(744,646)	(315,511)
Total shareholders’ equity	2,345,468	3,276,159
Total Liabilities and Shareholders’ Equity	$ 330,843,945	$ 330,916,972

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Ordinary share subject to possible redemption	31,588,011	31,588,011
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary share subject to possible redemption	31,588,011	31,588,011
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	1,386,989	1,386,989
Ordinary shares, shares outstanding	1,386,989	1,386,989
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	8,243,750	8,243,750
Ordinary shares, shares outstanding	8,243,750	8,243,750

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended		11 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Formation and operating costs	$ 577,024	$ 3,774	$ 924,893	$ 19,888	$ 491,341
Loss from operations	(577,024)	(3,774)	(924,893)	(19,888)	(491,341)
Other income
Change in fair value of over-allotment					193,471
Issuance cost of over-allotment					(23,439)
Interest income	468,344		495,758		5,798
Total other income	468,344		495,758		175,830
Net loss	$ (108,680)	$ (3,774)	$ (429,135)	$ (19,888)	$ (315,511)
Class A Ordinary Shares
Other income
Basic and diluted weighted average shares outstanding (in Shares)	32,975,000		32,975,000		9,322,714
Basic and diluted net loss per share (in Dollars per share)	$ 0		$ (0.01)		$ (0.02)
Class B Ordinary Shares
Other income
Basic and diluted weighted average shares outstanding (in Shares)	8,243,750	7,500,000	8,243,750	7,500,000	7,485,546
Basic and diluted net loss per share (in Dollars per share)	$ 0	$ 0	$ (0.01)	$ 0	$ (0.02)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders’ Equity - USD ($)		Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021
Issuance of Class B ordinary share to initial shareholders			$ 863	24,137		25,000
Issuance of Class B ordinary share to initial shareholders (in Shares)	[1]		8,625,000
Net loss					(16,114)	(16,114)
Balance at Mar. 31, 2021			$ 863	24,137	(16,114)	8,886
Balance (in Shares) at Mar. 31, 2021	[1]		8,625,000
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021
Net loss						(19,888)
Balance at Jun. 30, 2021			$ 863	24,137	(19,888)	5,112
Balance (in Shares) at Jun. 30, 2021	[1]		8,625,000
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021
Issuance of Class B ordinary share to initial shareholders			$ 863	24,137		25,000
Issuance of Class B ordinary share to initial shareholders (in Shares)			8,625,000
Sale of 6,845,000 Private Placement Warrants, net of offering costs				6,831,701		6,831,701
Capital contribution for sale of Class B shares to Anchor Investors				9,680,125		9,680,125
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs		$ 139		12,756,833		12,756,972
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs (in Shares)		1,386,989
Allocated discount and offering costs				11,025,229		11,025,229
Forfeiture of 381,250 Class B founder shares			$ (38)	38
Forfeiture of 381,250 Class B founder shares (in Shares)			(381,250)
Remeasurement of exercised over-allotment option				87,830		87,830
Remeasurement of Class A ordinary shares subject to possible redemption				(36,815,188)		(36,815,188)
Net loss					(315,511)	(315,511)
Balance at Dec. 31, 2021		$ 139	$ 825	3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Balance at Mar. 31, 2021			$ 863	24,137	(16,114)	8,886
Balance (in Shares) at Mar. 31, 2021	[1]		8,625,000
Net loss					(3,774)	(3,774)
Balance at Jun. 30, 2021			$ 863	24,137	(19,888)	5,112
Balance (in Shares) at Jun. 30, 2021	[1]		8,625,000
Balance at Dec. 31, 2021		$ 139	$ 825	3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Net loss					(320,455)	(320,455)
Balance at Mar. 31, 2022		$ 139	$ 825	3,590,706	(635,966)	2,955,704
Balance (in Shares) at Mar. 31, 2022		1,386,989	8,243,750
Balance at Dec. 31, 2021		$ 139	$ 825	3,590,706	(315,511)	3,276,159
Balance (in Shares) at Dec. 31, 2021		1,386,989	8,243,750
Net loss						(429,135)
Balance at Jun. 30, 2022		$ 139	$ 825	3,089,150	(744,646)	2,345,468
Balance (in Shares) at Jun. 30, 2022		1,386,989	8,243,750
Balance at Mar. 31, 2022		$ 139	$ 825	3,590,706	(635,966)	2,955,704
Balance (in Shares) at Mar. 31, 2022		1,386,989	8,243,750
Remeasurement of Class A ordinary shares subject to possible redemption				(501,556)		(501,556)
Net loss					(108,680)	(108,680)
Balance at Jun. 30, 2022		$ 139	$ 825	$ 3,089,150	$ (744,646)	$ 2,345,468
Balance (in Shares) at Jun. 30, 2022		1,386,989	8,243,750

[1]This number includes up to 1,125,000 -allotment -allotment

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Parentheticals)	11 Months Ended
	Dec. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Placement Warrants	6,845,000
Sale of Units not subject to redemption	1,386,989
Forfeiture of shares	381,250

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($)	5 Months Ended	6 Months Ended	11 Months Ended
Unaudited Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (19,888)	$ (429,135)	$ (315,511)
Adjustments to reconcile net loss to net cash provided by operating activities:
Formation cost paid by Sponsor in exchange of issuance of Class B ordinary shares	11,388		11,388
Operating costs paid by related party	8,500		8,500
Change in fair value of over-allotment			(193,471)
Issuance cost of over-allotment			23,439
Interest earned on marketable securities held in trust account		(495,758)	(5,798)
Changes in current assets and liabilities:
Prepaid assets		211,807	(475,532)
Other assets			(326,032)
Due to related party		26,468	1,032
Accrued offering costs and expenses		329,640	67,421
Net cash used in operating activities		(356,978)	(1,204,564)
Cash flows from investing activities:
Investment of cash in Trust Account			(329,750,000)
Net cash used in investing activities			(329,750,000)
Cash flows from financing activities:
Proceeds from issuance of Private Placement Warrants			6,845,000
Proceeds from sale of Units, net of underwriting discount			325,155,000
Payment of promissory note – related party			(188,805)
Payment of offering costs			(497,021)
Net cash provided by financing activities			331,314,174
Net change in cash		(356,978)	359,610
Cash, beginning of the period		359,610
Cash, end of the period		2,632	359,610
Supplemental disclosure of non-cash financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	13,612		13,612
Offering costs paid by promissory note – related party	162,006		180,305
Capital contribution for excess fair value of Class B shares sold by the Sponsor to Anchor Investors determined to be offering cost			9,680,125
Deferred underwriting commissions payable charged to additional paid in capital			11,541,250
Re-measurement of Class A ordinary shares subject to possible redemption		501,556	36,815,188
Accrued offering costs	$ 304,438		$ 151,000

Organization, Business Operatio

Organization, Business Operations and Going Concern	6 Months Ended	11 Months Ended
Organization, Business Operations and Going Concern	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Organization, Business Operations and Going Concern	Note 1 — Organization, Business Operations and Going Concern Inflection Point Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2022, the Company had not commenced any operations. All activity for the period from January 27, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the Initial Public Offering (the “IPO”) which is described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on September 21, 2021 (the “Effective Date”). On September 24, 2021, the Company consummated the IPO of 30,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3. Each Unit consists of one Class A ordinary share (the “Class A ordinary shares” or “Public Shares”) of the Company, par value $0.0001, and one -half -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) of 6,250,000 warrants (each an “IPO Private Placement Warrant”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per IPO Private Placement Warrant, generating gross proceeds to the Company of $6,250,000, which is described in Note 4. On October 29, 2021, simultaneously with the sale of the Over -Allotment -Allotment An aggregate of 12 qualified institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units sold in the IPO. None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in the IPO. The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO. One of the Anchor Investors, Kingstown 1740 Fund, LP, is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units sold in the IPO. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) to each Anchor Investor, or an aggregate of 1,625,000 Founder Shares to all Anchor Investors (see Note 6). The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 allocated to the over -allotment Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the IPO Private Placement Warrants was deposited into a trust account (the “Trust Account”). Following the closing of the Over -Allotment -Allotment -Allotment -Allotment -Allotment -7 -initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post -transaction The Company will provide shareholders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre -initial -negotiated The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of June 30, 2022, the Company had $2,632 in its operating bank account, and working capital deficiency $86,518. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, the $2,632 in cash held outside the Trust Account will not be sufficient to allow the Company to operate for at least 12 months from the issuance of these unaudited condensed financial statements, assuming that a Business Combination is not consummated during that time. On August 4, 2022, the Company issued a convertible promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of a Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of August 12, 2022, there were no amounts outstanding under the Note. Until consummation of its Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these unaudited condensed financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 -Ukraine	Note 1 — Organization, Business Operations and Going Concern Inflection Point Acquisition Corp. (the “ Company Business Combination As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 27, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (the “ IPO -operating The Company’s sponsor is Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “ Sponsor Effective Date Units Class A ordinary shares Public Shares -half Public Warrants -day -allotments -allotment Over-Allotment Public Offering Over-Allotment Units Simultaneously with the closing of the IPO, the Company consummated the private placement (the “ Private Placement IPO Private Placement Warrant -Allotment Over-Allotment Private Placement Warrants Private Placement Warrants An aggregate of 12 qualified institutional buyers (“ Anchor Investors In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares -in -allotment As of December 31, 2021, transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of Founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 included in the statement of operations as an allocation for the over -allotment -in Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “ Trust Account -Allotment -Allotment -Allotment -Allotment -Allotment -7 -initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post -transaction Investment Company Act The Company will provide shareholders (the “ Public Shareholders The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “ Combination Period -share by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre -initial -negotiated The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of December 31, 2021, the Company had approximately $0.36 million in its operating bank account, and working capital of approximately $0.62 million. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, it is possible that the $0.36 million in cash held outside the trust account might not be sufficient to allow the Company to operate for at least 12 months from the issuance of these financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19

Significant accounting Policies

Significant accounting Policies	6 Months Ended	11 Months Ended
Significant accounting Policies	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash 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 -cash Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our unaudited condensed statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the three months ended 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (86,944 ) $ (21,736 ) $ — $ (3,774 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 — 7,500,000 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) For the six months ended For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (343,308 ) $ (85,827 ) $ — $ (19,888 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 — 7,500,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ — $ (0.00 ) Offering Costs associated with the Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment Ordinary Shares Subject to Possible Redemption 31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non -Redemption As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 501,556 Class A ordinary shares subject to redemption, June 30, 2022 $ 316,381,666 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 financial statements 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. ASC Topic 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU -06 -20 -40 ASU 2020-06 -06 ASU 2020 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ US GAAP SEC Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash 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 -cash The Company granted the underwriters a 45 -day -allotments -allotment -allotment -allotment Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 9,322,714 7,485,546 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment -in Ordinary Shares Subject to Possible Redemption 31,588,011 shares of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “ Non-Redemption Shares As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption $ 315,880,110 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 financial statements 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. ASC Topic 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU -06 -20 -40 ASU 2020-06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Public Offering

Public Offering	6 Months Ended	11 Months Ended
Public Offering	Jun. 30, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Public Offering	Note 3 — Public Offering On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit in its IPO. Each Unit consists of one Class A ordinary share and one -half five One of the Anchor Investors, Kingstown 1740 Fund, LP, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45 -day -allotments -allotment The Company paid an underwriting fee at the closing of the IPO of $4,000,000. As of June 30, 2022 and December 31, 2021, an additional fee of $11,541,250 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. Under the underwriting agreement entered into in connection with the IPO, the deferred fee will become payable to Citigroup Global Markets Inc. from the amounts held in the Trust Account. The Company paid an underwriting fee at the closing of the Over -Allotment -Allotment Warrants — five The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. 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 best efforts to file with the SEC a post -effective Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • 30-day redemption period • -divisions -trading Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub -division -division Further, if: (i) the Company issues additional Class A ordinary shares or equity -linked Newly Issued Price Market Value	Note 3 — Initial Public Offering On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one -half One of the Anchor Investors, Kingstown 1740 Fund, LP, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45 -day -allotments -allotment -Allotment The Company paid an underwriting fee at the closing of the IPO of $4,000,000. As of December 31, 2021, an additional fee of $10,500,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. Under the underwriting agreement entered into in connection with the IPO, the deferred fee will become payable to Citigroup Global Markets Inc. from the amounts held in the Trust Account. The Company paid an underwriting fee at the closing of the Over -Allotment -Allotment Warrants — The Private Placement Warrants are identical to the Public Warrants included in the units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. 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 best efforts to file with the SEC a post -effective th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • 30-day redemption period • -divisions -trading Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub -division -division other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Private Placement

Private Placement	6 Months Ended	11 Months Ended
Private Placement	Jun. 30, 2022	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 IPO Private Placement Warrants at a price of $1.00 per IPO Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over -Allotment -Allotment -Allotment The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. If the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless.	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over -Allotment The Private Placement Warrants are identical to the Public Warrants included in the units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination. If the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended	11 Months Ended
Related Party Transactions	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “ lock-up -divisions -trading -up In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on the Non -Redemption Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non -interest On August 4, 2022, the Company issued the Note to the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Note shall be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of an event of default as set forth in the Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of August 12, 2022, there were no amounts outstanding under the Note. Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it pays a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company recorded $45,000 and $90,000 of administrative service fees under the agreement, respectively. As of June 30, 2022, $15,000 was due under the agreement which is included in due to related party on the Company’s unaudited condensed Balance Sheet. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of the initial Business Combination. For the three and six months ended June 30, 2022, the Company recorded $37,500 and $75,000 of compensation for services provided, respectively. As of June 30, 2022, there was $12,500 due to the COS which is included in due to related party on the Company’s unaudited condensed Balance Sheet. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“FPA”) pursuant to which certain affiliates of the Sponsor (“Kingstown”) agreed to purchase up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of the Company’s initial Business Combination, subject to approval by the Kingstown investment committee. The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post -Business The Company evaluated the FPA under ASC 480 and ASC 815 -40	Note 5 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “ Founder Shares -allotment -allotment The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “ lock-up -divisions -trading -up In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its anchor investors, Kingstown 1740 Fund, LP, whereby Kingstown 1740 Fund, LP agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “ Non-Redemption Shares Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans -interest Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it will also pay a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company recorded $48,000 of administrative service fees under the agreement, none of which was due or payable as of December 31, 2021. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of our initial business combination. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company recorded $40,000 of compensation for services provided. As of December 31, 2021, there was no balance due to the COS. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“ FPA Kingstown Forward Purchase Shares -Business The Company evaluated the FPA under ASC 480 and ASC 815 -40

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended	11 Months Ended
Commitments and Contingencies	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over -Allotment -back -20 -20 Underwriting Agreement The Company granted the underwriters a 45 -day -allotments On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 Units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over -Allotment Under the underwriting agreement entered into in connection with the IPO, Citigroup Global Markets Inc. is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering, or $11,541,250, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.	Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over -Allotment -back completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company evaluated the registration rights agreement in accordance with the guidance in ASC 825 -20 -20 Underwriting Agreement The Company granted the underwriters a 45 -day -allotments On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over -Allotment Under the underwriting agreement entered into in connection with the IPO, Citigroup Global Markets Inc. is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $11,541,250, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	6 Months Ended	11 Months Ended
Shareholders' Equity	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 7 — Shareholders’ Equity Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were no Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment Prior to the closing of the Company’s initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -divisions -linked -linked -linked -for-one	Note 7 — Shareholders’ Equity Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2021, there were no Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. At December 31, 2021, there were 8,243,750 Class B ordinary shares issued and outstanding. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over -allotment -allotment Prior to the closing of the Company’s initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -divisions -linked -linked -linked -for-one

Fair Value Measurements

Fair Value Measurements	6 Months Ended	11 Months Ended
Fair Value Measurements	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 330,251,556 $ 329,755,798	Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 329,755,798 The over -allotment -480 -allotment -allotment -allotment -allotment -allotment The following table presents the quantitative information regarding Level 3 fair value measurement inputs: October 29, 2021 September 24, 2021 Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 % The following table presents the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value as of January 27, 2021 $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ —

Subsequent Events

Subsequent Events	6 Months Ended	11 Months Ended
Subsequent Events	Jun. 30, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On August 4, 2022, the Company issued a convertible promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,000,000 from the Sponsor, related to ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of a Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000, and no amounts have been drawn upon this loan commitment.

Accounting Policies, by Policy

Significant accounting Polici_2

Significant accounting Policies (Tables)	6 Months Ended	11 Months Ended
Significant accounting Policies (Tables)	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per share	For the three months ended 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (86,944 ) $ (21,736 ) $ — $ (3,774 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 — 7,500,000 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) For the six months ended For the period from Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (343,308 ) $ (85,827 ) $ — $ (19,888 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 — 7,500,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ — $ (0.00 )	For the period from Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 9,322,714 7,485,546 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )
Schedule of Class A ordinary shares subject to possible redemption	Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 501,556 Class A ordinary shares subject to redemption, June 30, 2022 $ 316,381,666	Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption $ 315,880,110

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended	11 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Schedule of assets that are measured at fair value	Description Level June 30, December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 330,251,556 $ 329,755,798	Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 329,755,798
Schedule of Level 3 fair value measurement inputs		October 29, 2021 September 24, 2021 Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 %
Schedule of changes in the fair value of the Level 3 over-allotment liability		Over-allotment Fair value as of January 27, 2021 $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ —

Organization, Business Operat_2

Organization, Business Operations and Going Concern (Details)			1 Months Ended	6 Months Ended	11 Months Ended
	Oct. 29, 2021 USD ($) $ / shares shares	Sep. 24, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Aug. 04, 2022 USD ($)	Mar. 08, 2022 USD ($)
Organization, Business Operations and Going Concern (Details) [Line Items]
Subject to adjustment price per share (in Dollars per share) \| $ / shares		$ 11.5
Purchased units percentage				100%	100%
Aggregate founder shares (in Shares) \| shares				1,625,000	1,625,000
Founder shares price				$ 9,680,000	$ 9,680,000
Founder shares price per share (in Dollars per share) \| $ / shares				$ 5.96	$ 5.96
Transaction costs amounted				$ 26,658,313	$ 26,658,313
Underwriting commissions				4,595,000	4,595,000
Deferred underwriting commissions				11,541,250	11,541,250
Excess fair value of founder shares				9,680,125	9,680,125
Other offering cost				841,938	841,938
Allocation for over-allotment option				23,439	23,439
Temporary equity				24,538,134	24,538,134
Ordinary shares not subject to redemption				$ 2,096,740	$ 2,096,740
Sale of Units price	$ 29,750,000
Units price per share (in Dollars per share) \| $ / shares	$ 10
Redeem public share percentage				100%	100%
Public share held in trust account, description					The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Operating bank account				$ 2,632	$ 360,000
Working capital				86,518	620,000		$ 500,000
Aggregate loans			$ 250,000		250,000
Cash held outside the trust account				$ 2,632	360,000
Number of share (in Shares) \| shares		1		1
Public share held in trust account, description				The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Warrant description				The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of August 12, 2022, there were no amounts outstanding under the Note.
Going concern description				These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these unaudited condensed financial statements.
IPO [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) \| shares		30,000,000
Price per share (in Dollars per share) \| $ / shares		$ 10
Aggregate amount				$ 322,300,000	$ 322,300,000
Interest in purchase of shares percentage				9.90%	9.90%
Investors purchased units (in Shares) \| shares				29,540,000	29,540,000
Purchased units percentage				98.50%	98.50%
Investors purchased shares				2,900,000	2,900,000
Sale of Units price		$ 300,000,000
Units price per share (in Dollars per share) \| $ / shares		$ 10
Redeem public share percentage				100%
Over-Allotment Option [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) \| shares	2,975,000	4,500,000
Additional gross proceeds price	$ 29,750,000
Forfeited shares (in Shares) \| shares	1,525,000
Private Placement [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) \| shares				6,250,000	6,250,000
Price per share (in Dollars per share) \| $ / shares				$ 1	$ 1
Sponsor [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) \| shares	595,000
Additional gross proceeds price	$ 595,000
Proposed public offering units (in Shares) \| shares					6,250,000
Class A Ordinary Shares [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) \| $ / shares		$ 0.0001
Ordinary shares not subject to redemption				$ 2,096,740
Warrant description				The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.	The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Class A Ordinary Shares [Member] \| Private Placement [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Price per share (in Dollars per share) \| $ / shares				$ 11.5	$ 11.5
Class B Ordinary Shares [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Proposed Public Offering [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Proposal public offering, description				The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes).	The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes).
Sponsor [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) \| shares	595,000
Additional gross proceeds price	$ 595,000
Proposed public offering units (in Shares) \| shares				6,250,000
Borrowing amount						$ 1,000,000
Business Combination [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Initial business combination description				The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.	The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
Business Combination [Member] \| Proposed Public Offering [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Initial business combination, description				However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as	However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided
Business combination [Member]
Organization, Business Operations and Going Concern (Details) [Line Items]
Description of business combination				The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”).	The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”).

Significant accounting Polici_3

Significant accounting Policies (Details) - USD ($)	1 Months Ended	6 Months Ended	11 Months Ended
Significant accounting Policies (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Significant accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000	$ 250,000
Over allotments of shares (in Shares)			4,500,000
Public Offering amounted		26,658,313	$ 26,658,313
Underwriting commissions		4,595,000	4,595,000
Deferred underwriting commissions		11,541,250	11,541,250
Excess fair value of founder shares		9,680,125	9,680,125
Other offering costs		841,938	841,938
Allocated to the over-allotment option		23,439	$ 23,439
Redemption of shares (in Shares)			31,588,011
Ordinary shares not subject to redemption		$ 2,096,740	$ 2,096,740
Over-Allotment Option [Member]
Significant accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)			23,332,500
Class A Ordinary Shares [Member]
Significant accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)		23,332,500
Ordinary shares subject to redemption		$ 24,538,134	$ 24,538,134
Additional paid in capital			$ 2,096,740
Redemption of shares (in Shares)		31,588,011
Redemption rights (in Shares)	1,386,989
Ordinary shares not subject to redemption		$ 2,096,740

Significant accounting Polici_4

Significant accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net loss					$ (174,998)
Denominator:
Basic weighted-average shares outstanding	32,975,000			32,975,000	9,322,714
Basic net loss per share					$ (0.02)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net loss					$ (140,513)
Denominator:
Basic weighted-average shares outstanding	8,243,750	7,500,000	7,500,000	8,243,750	7,485,546
Basic net loss per share					$ (0.02)

Significant accounting Polici_5

Significant accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	3 Months Ended		5 Months Ended	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Significant accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding					9,322,714
Diluted net loss per share	$ 0			$ (0.01)	$ (0.02)
Class B Ordinary Shares [Member]
Significant accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted weighted-average shares outstanding					7,485,546
Diluted net loss per share	$ 0	$ 0	$ 0	$ (0.01)	$ (0.02)

Significant accounting Polici_6

Significant accounting Policies (Details) - Schedule of class a ordinary shares subject to possible redemption	11 Months Ended
	Dec. 31, 2021 USD ($)
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from IPO and partial exercise of over-allotment option	$ 329,750,000
Less: proceeds from shares not subject to redemption	(13,869,890)
Less:
Proceeds allocated to public warrants	(11,995,753)
Over-allotment liability	(281,301)
Ordinary share issuance costs	(24,538,134)
Plus:
Remeasurement of carrying value to redemption value	36,815,188
Class A ordinary shares subject to redemption	$ 315,880,110

Public Offering (Details)

Public Offering (Details) - USD ($)			1 Months Ended	6 Months Ended	11 Months Ended
Public Offering (Details) - USD ($)	Oct. 29, 2021	Sep. 24, 2021	Sep. 24, 2021	Jun. 30, 2022	Dec. 31, 2021
Public Offering (Details) [Line Items]
Price per unit (in Dollars per share)				$ 5.96
Aggregate gross proceeds (in Dollars)	$ 29,750,000
Additional underwriting fee (in Dollars)					$ 11,541,250
Public warrants outstanding shares				16,487,500	16,487,500
Private warrants outstanding shares				6,845,000	6,845,000
Redemption of warrants, description				Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding 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 (the “30-day redemption period”); and• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding 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 (the “30-day redemption period”); and• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.
Price per unit (in Dollars per share)	$ 10	$ 10	$ 10
Initial business combination expire		5 years		5 years
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Shares Issued		30,000,000	30,000,000
Price per unit (in Dollars per share)		$ 10	$ 10
Purchase of unit				2,900,000	2,900,000
Underwriting fee (in Dollars)				$ 4,000,000	$ 4,000,000
Additional underwriting fee (in Dollars)				$ 11,541,250	$ 10,500,000
Price per unit (in Dollars per share)		10	$ 10
Over-Allotments [Member]
Public Offering (Details) [Line Items]
Purchase of unit	2,975,000			4,500,000	4,500,000
Forfeited shares	1,525,000
Underwriting fee (in Dollars)			$ 595,000	$ 595,000	$ 595,000
Additional underwriting fee (in Dollars)				$ 1,041,250	$ 1,041,250
Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)				$ 11.5	$ 11.5
Class A Ordinary Shares [Member] \| Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)		$ 11.5	$ 11.5
Business combination [Member]
Public Offering (Details) [Line Items]
Business combination, description				Further, if: (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Public Offering), 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 the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($)			6 Months Ended	11 Months Ended
	Oct. 29, 2021	Oct. 29, 2021	Jun. 30, 2022	Dec. 31, 2021
Private Placement (Details) [Line Items]
Purchase of warrants			6,250,000	6,250,000
Price per share			$ 1	$ 1
Aggregate purchase price amount			$ 6,250,000	$ 6,250,000
Additional units purchased	595,000	595,000
Price per share	$ 1	$ 1
Aggregate gross proceeds	$ 595,000	$ 595,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

11 Months Ended

Mar. 08, 2022

Oct. 29, 2021

Mar. 05, 2021

Feb. 03, 2021

Feb. 02, 2021

Sep. 30, 2021

Sep. 25, 2021

Sep. 24, 2021

Sep. 21, 2021

Jun. 30, 2022

Dec. 31, 2021

Aug. 04, 2022

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 5.96

Fair value of founder shares

$ 9,680,000

Price per share (in Dollars per share)

$ 5.96

Other expenses

$ 15,000

Promissory note repaid

$ 188,805

Working capital aggregate

$ 500,000

Rental Fees

$ 48,000

Compensation services

$ 40,000

Administrative service fees

$ 45,000

90,000

Due to related party

12,500

Compensation services

37,500

75,000

Private Placement warrant [Member]

Related Party Transactions (Details) [Line Items]

Working capital loans

$ 1,500,000

1,500,000

$ 1,500,000

Price per warrant (in Dollars per share)

$ 1

IPO [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 10

Investor purchasing percentage

100%

Proposed public offering [Member]

Related Party Transactions (Details) [Line Items]

Other expenses

$ 300,000

Working capital aggregate

$ 250,000

Class A Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Redemption rights (in Shares)

1,386,989

Chief Executive Officer [Member]

Related Party Transactions (Details) [Line Items]

Professional service

$ 12,500

Founder Share [Member]

Related Party Transactions (Details) [Line Items]

Sponsor payment

$ 25,000

Price per share (in Dollars per share)

$ 0.003

Description of stock split

the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares.

Founder shares subject to forfeiture (in Shares)

1,625,000

Price per share (in Dollars per share)

$ 12

Founder Share [Member] | Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Founder shares subject to forfeiture (in Shares)

1,125,000

Founder Share [Member] | Class B Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 0.0001

Sale of share (in Shares)

7,187,500

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Founder shares subject to forfeiture (in Shares)

381,250

Borrowing amount

$ 1,000,000

Due to related party

$ 15,000

Kingstown [Member]

Related Party Transactions (Details) [Line Items]

Forward purchase agreement (in Shares)

5,000,000

Forward purchase agreement amount

$ 5,000,000

Kingstown [Member] | Class A Ordinary Shares [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 10

Forward purchase agreement (in Shares)

5,000,000

Kingstown [Member] | Private Placement [Member]

Related Party Transactions (Details) [Line Items]

Forward purchase agreement amount

$ 50,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	6 Months Ended	11 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 24, 2021	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights agreement, description		Pursuant to the registration rights agreement and assuming $1,500,000 of working capital loans are converted into additional Private Placement Warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 Private Placement Warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issuable upon conversion of working capital loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional Private Placement Warrants issuable upon the conversion of working capital loans.	Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional Private Placement Warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 Private Placement Warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the Private Placement Warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional Private Placement Warrants issuable upon the conversion of Working Capital Loans.
Underwriting discount per unit	2%
Underwriting discount value	$ 4,000,000
Aggregate of units (in Shares)	10,000,000
Deferred underwriting discount		3.50%	3.50%
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase of units (in Shares)		4,500,000	4,500,000
Underwriting fee	$ 595,000	$ 595,000	$ 595,000
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting fee		4,000,000	4,000,000
Gross proceeds			$ 11,541,250
Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds		$ 11,541,250
Anchor Investors [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate of units (in Shares)	10,000,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($)				6 Months Ended	11 Months Ended
Shareholders' Equity (Details) - USD ($)	Mar. 05, 2021	Mar. 05, 2021	Feb. 03, 2021	Jun. 30, 2022	Dec. 31, 2021	Oct. 29, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized				5,000,000	5,000,000
Preference shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preference shares issued
Preference shares outstanding
Ordinary shares subject to possible redemption				31,588,011	31,588,011
Warrant, description				The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of August 12, 2022, there were no amounts outstanding under the Note.
Preferred Stock [Member]
Shareholders' Equity (Details) [Line Items]
Preference shares issued
Preference shares outstanding
Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Share recapitalization amount	1.2
Minimum [Member]
Shareholders' Equity (Details) [Line Items]
Share recapitalization amount	1
Class A Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized				500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock voting rights				one	one
Ordinary shares outstanding				1,386,989	1,386,989
Ordinary shares issued				1,386,989	1,386,989
Ordinary shares subject to possible redemption				31,588,011	31,588,011
Warrant, description				The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.	The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Stock split, description				In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Public Shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized				50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock voting rights					one
Ordinary shares outstanding				8,243,750	8,243,750
Ordinary shares issued				8,243,750	8,243,750
Issued of ordinary shares					8,625,000
Aggregate shares				1,125,000	1,125,000
Sponsor paid (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.003
Offering costs founder shares			7,187,500
Founder shares issued		8,625,000
Sponsor [Member]
Shareholders' Equity (Details) [Line Items]
Forfeited shares						381,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Over-Allotment Option [Member]	Oct. 29, 2021 $ / shares shares
Fair Value Measurements (Details) [Line Items]
Purchase an additional units \| shares	2,975,000
Share per unit \| $ / shares	$ 10

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 330,251,556	$ 329,755,798

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of level 3 fair value measurement inputs - $ / shares	1 Months Ended
	Oct. 29, 2021	Sep. 24, 2021
Schedule Of Level3 Fair Value Measurement Inputs Abstract
Stock Price (in Dollars per share)	$ 10	$ 10
Exercise Price (in Dollars per share)	$ 10	$ 10
Volatility	4.50%	4.40%
Term (years)	10 days	1 month 13 days
Dividend Yield	0%	0%
Risk Free Rate-Daily Treasury Yield Curve	0.08%	0.06%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability - Over-allotment Option Liability [Member]	11 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability [Line Items]
Fair value as of January 27, 2021
Initial measurement on September 24, 2021	281,301
Change in fair value at October 29, 2021	(148,449)
Fair value of expired over-allotment option at November 8, 2021	(45,022)
Partial exercise of over-allotment liability at October 29, 2021	(87,830)
Fair value as of December 31, 2021

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		6 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 08, 2022	Jun. 30, 2022	Aug. 04, 2022
Subsequent Event [Member] \| Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Aggregate shares	500,000
Sponsor [Member]
Subsequent Events (Details) [Line Items]
Warrant, description		The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.
Sponsor [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Borrowed amount			$ 1,000,000

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net loss	$ (86,944)			$ (343,308)
Denominator:
Basic and diluted weighted-average shares outstanding	32,975,000			32,975,000	9,322,714
Basic and diluted net loss per share	$ 0			$ (0.01)
Class B [Member]
Numerator:
Allocation of net loss	$ (21,736)	$ (3,774)	$ (19,888)	$ (85,827)
Denominator:
Basic and diluted weighted-average shares outstanding	8,243,750	7,500,000	7,500,000	8,243,750	7,485,546
Basic and diluted net loss per share	$ 0	$ 0	$ 0	$ (0.01)

Significant Accounting Polici_8

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	3 Months Ended		5 Months Ended	6 Months Ended		11 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class A [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Basic and diluted weighted-average shares outstanding	32,975,000			32,975,000		9,322,714
Basic and diluted net loss per share	$ 0			$ (0.01)		$ (0.02)
Class B [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Basic and diluted weighted-average shares outstanding	8,243,750	7,500,000	7,500,000	8,243,750	7,500,000	7,485,546
Basic and diluted net loss per share	$ 0	$ 0	$ 0	$ (0.01)		$ (0.02)

Significant Accounting Polici_9

Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to possible redemption - USD ($)	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule Of Class AOrdinary Shares Subject To Possible Redemption Abstract
Gross proceeds from IPO and partial exercise of over-allotment option		$ 329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890)
Less:
Proceeds allocated to public warrants		(11,995,753)
Over-allotment liability		(281,301)
Ordinary share issuance costs		(24,538,134)
Plus:
Remeasurement of carrying value to redemption value		36,815,188
Class A ordinary shares subject to redemption, December 31, 2021		315,880,110
Plus:
Remeasurement of carrying value to redemption value	$ 501,556
Class A ordinary shares subject to redemption, June 30, 2022	$ 316,381,666	$ 315,880,110

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 330,251,556	$ 329,755,798