Healthwell Acquisition Corp. I (HWEL) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	8 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40697
Entity Registrant Name	HEALTHWELL ACQUISITION CORP. I
Entity Central Index Key	0001845013
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1911840
Entity Address, Address Line One	1001 Green Bay Rd
Entity Address, Address Line Two	#227
Entity Address, City or Town	Winnetka
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60093
City Area Code	847
Local Phone Number	230-9162
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HWEL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	HWELU
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	HWELW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		25,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,250,000

Condensed Balance Sheet

Condensed Balance Sheet	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 983,659
Prepaid expenses	848,870
Total current assets	1,832,529
Derivative asset - forward purchase agreement	252,000
Investments held in trust account	250,000,418
Total Assets	252,084,947
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accrued expenses	36,503
Franchise tax payable	131,148
Total current liabilities	167,651
Warrant liabilities	11,110,000
Deferred underwriting fee payable	8,750,000
Total Liabilities	20,027,651
Commitments (see Note 6)
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value	250,000,000
Stockholder's Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(17,943,329)
Total Stockholders' Deficit	(17,942,704)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	252,084,947
Common Class A [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value	250,000,000
Stockholder's Equity
Common Stock, Value, Issued	0
Total Stockholders' Deficit	0
Common Class B [Member]
Stockholder's Equity
Common Stock, Value, Issued	625
Total Stockholders' Deficit	$ 625

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value | $ / shares | $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	25,000,000
Common stock, shares outstanding	25,000,000
Temporary Equity, Shares Outstanding	25,000,000
Common Class A [Member] | Not Subject To Redemption [Member]
Common stock, par value | $ / shares | $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value | $ / shares | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	6,250,000
Common stock, shares outstanding	6,250,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 156,682	$ 166,148
Franchise tax expense	131,148	131,148
Loss from operations	(287,830)	(297,296)
Expensed offering costs	(1,020,874)	(1,020,874)
Unrealized gain on investments held in Trust Account	418	418
Change in fair value of derivative asset - forward purchase agreement	(188,000)	(188,000)
Change in fair value of warrant liabilities	7,474,000	7,474,000
Net income	$ 5,977,714	$ 5,968,248
Weighted average shares outstanding, basic and diluted	21,467,391	11,875,000
Basic and diluted net income per common share	$ 0.28	$ 0.50

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($)		Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class B [Member]
Balance at Feb. 01, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Balance (in Shares) at Feb. 01, 2021					0	0
Issuance of Class B common stock to Sponsor	[1]	25,000	24,281			$ 719
Issuance of Class B common stock to Sponsor (Shares)	[1]					7,187,500
Net income (loss)		(9,466)		(9,466)
Balance at Jun. 30, 2021		15,534	24,281	(9,466)		$ 719
Balance (in Shares) at Jun. 30, 2021						7,187,500
Balance at Feb. 01, 2021		0	0	0	$ 0	$ 0
Balance (in Shares) at Feb. 01, 2021					0	0
Net income (loss)		5,968,248			$ 2,931,771	$ 3,036,477
Balance at Sep. 30, 2021		(17,942,704)	0	(17,943,329)	$ 0	$ 625
Balance (in Shares) at Sep. 30, 2021					0	6,250,000
Balance at Jun. 30, 2021		15,534	24,281	(9,466)		$ 719
Balance (in Shares) at Jun. 30, 2021						7,187,500
Excess of cash received over fair value of Private Placement Warrants		616,000	616,000	0
Record fair value of initial derivative asset - forward purchase agreement		440,000	440,000	0
Fair value of Founders Shares transferred to Anchor Investors		7,207,313	7,207,313	0
Accretion of Class A common stock to redemption amount		(32,199,265)	(8,287,594)	(23,911,671)
Forfeiture of Class B common stock		0	0	94		$ (94)
Forfeiture of Class B common stock (share)						(937,500)
Net income (loss)		5,977,714		5,977,714	$ 4,237,367	$ 1,740,347
Balance at Sep. 30, 2021		$ (17,942,704)	$ 0	$ (17,943,329)	$ 0	$ 625
Balance (in Shares) at Sep. 30, 2021					0	6,250,000
[1]	Includes up to 937,500 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On September 11, 2021, the over-allotment option expired.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical)	Sep. 11, 2021shares
Common Class B [Member]
Common Stock, Shares, Subject to Forfeiture	937,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	8 Months Ended
	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 5,968,248
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs allocatable to warrant liability	1,020,874
Interest income on investments held in Trust Account	(418)
Change in fair value of warrant liability	(7,474,000)
Change in fair value of forward purchase asset	188,000
Changes in operating assets and liabilities:
Prepaid expenses	(848,870)
Accrued expenses	36,503
Franchise tax payable	131,148
Net cash used in operating activities	(978,515)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(250,000,000)
Net cash used in investing activities	(250,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to Sponsor	25,000
Proceeds from initial public offering, net of underwriter's discount paid	245,000,000
Proceeds from the sale of private placement warrants	7,700,000
Proceeds from promissory note - related party	350,000
Repayment from promissory note - related party	(350,000)
Payment of offering costs	762,826
Net cash provided by financing activities	251,962,174
Net Change in Cash	983,659
Cash - Beginning of period	0
Cash - End of period	983,659
Non-cash investing and financing activities
Deferred underwriting fee payable	8,750,000
Initial classification of derivative asset - forward purchase agreement	440,000
Accretion of Class A common stock subject to redemption to redemption value	32,199,265
Fair value of Founders Shares transferred to Anchor Investors	7,207,313
Forfeiture of Class B common stock	$ 94

Description of Organization, Bu

Description of Organization, Business Operations, and Liquidity	8 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, and Liquidity	NOTE 1. DESC R Healthwell Acquisition Corp. I (the “Company”) is a blank check company inc o As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 units (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrants in a private placement to Healthwell Acquisition Corp. I Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,700,000 (see Note 4). Transaction costs amounted to $21,720,139 consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees, $7,207,313 of anchor investor offering costs and $762,826 of other offering costs. In addition, cash of $1,920,090 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants, a total of $250,000,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be The Company will proceed with a Business Combination only if the Company has net tangible assets of at least either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. In such case, pursuant to the terms of a letter agreement entered into with the Company, the initial stockholders have agreed (and their permitted transferees will agree) to vote their Founder Shares and any Public Shares held by them in favor of an initial Business Combination. The Company expects that at the time of any stockholder vote relating to an initial Business Combination, the initial stockholders and their permitted transferees will own at least of the issued and outstanding common stock entitled to vote thereon. The directors and officers also have agreed to vote in favor of an initial Business Combination with respect to any Public Shares acquired by them. These voting thresholds, and the voting agreements of the initial stockholders, may make it more likely that the Company will consummate a Business Combination. Each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of an initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem of the public shares if the Company do not complete an initial Business Combination within 2 4 months from the closing the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fail to complete an initial Business Combination within the prescribed time frame). The Company will have until August 5, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share a The Sponsor has ag r In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the taxes except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity As of September 30, 2021, the Company had $983,659 in cash and a working capital surplus of $1,664,878. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering on August 5, 2021, at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying una u o accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on August 4, 2021, as well as the Company’s Restated Current Reports of Form 8-K, as filed with the SEC on [●]. The interim results for the period from February 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events, and may be material. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging 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 non-cash 9 Class A Common Stock Subject to Possible Redemption All of the 25,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable c o paid-in As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 238,500,000 Less: Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Accretion of carrying value to redemption value 32,199,265 Class A co m $ 250,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 prescribes Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net inc o The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 For the Period from February 2, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 4,237,367 $ 1,740,347 $ 2,931,771 $ 3,036,477 Denominator: Basic and diluted weighted average shares outstanding 15,217,391 6,250,000 5,833,333 6,041,667 Basic and diluted net income per share $ 0.28 $ 0.28 $ 0.50 $ 0.50 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 Company applies ASC 820, Fair Value Measurement t o The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note—related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement asset on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of September 30, 2021, the Company estimated the fair value of the derivative asset related to its forward purchase agreement to be $252,000. See Note 9 for additional information related to fair value measurements. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one share of Class A common stock and one-half 7

Private Placement

Private Placement	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,700,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 10, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 6,250,000 Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 937,500 Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted 5 shares of Class B common stock and 8 The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination or (x) if the last reported sale price of the Class A common stock equals or exceeds per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 30-trading after our initial business combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their common stock for cash, securities or other property. A total of twelve anchor investors (the “Anchor Investors” representing both the Original Anchor Investors and the Additional Anchor Investors as defined below) purchased Units in the Initial Public Offering; nine of which each purchased 2,475,000 Units at the offering price of , of which each purchased Units at the per unit. Pursuant to such Units, the anchor investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Three anchor investors (the “Original Anchor Investors”) entered into separate subscription agreements in F e stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date satisfaction of the performance obligation is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Share interests. The fair value of $ or approximately $ per share. The other nine anchor investors (the “Additional Anchor Investors”) entered into separate subscription agreements in July 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor. The Additional Anchor Investors purchased interests representing an aggregate of 1,125,000 Further, the Additional Anchor Investors are not required to (i) hold any units, shares of Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their public shares at the time of the Business Combination. The anchor investors will have the same rights to the funds held in the trust account with respect to the shares of Class A common stock underlying the units they may purchase in the Initial Public Offering as the rights afforded to the Company’s other public stockholders. The Company estimated the fair value at July 20, 21021 the Public Shares were charged to stockholder’s equity at the date of the Initial Public Offering. Promissory Note—Related Party On February 10, 2021, the Company issued an unsecured promissory note, as amended on July 6, 2021, to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $350,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants issued to the Sponsor.

Commitments

Commitments	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Registration Rights Agreement Pursuant to a registration rights agreement entered into on August 2, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founders Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day . The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8,750,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrants

Warrants	8 Months Ended
	Sep. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	NOTE 7. WARRANTS As of September 30, 2021, there were 7,700,000 Private Placement Warrants and 12,500,000 Public Warrants outstanding. A warrant holder may exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a w a The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by the redemption date and the fair market value of the Company’s Class A common stock; and • if the closing price of the Class A common stock for any 20 trading days within a 30-trading In addition, if (x) the Company issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination (excluding any Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of common stock (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, and interest thereon, available for the funding of an Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable (“except as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the common stock issuable upon exercise of these warrants) are entitled to registration rights. In connection with the Initial Public Offering, The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Peterson Partners a member of the Sponsor, pursuant to which Peterson Partners has subscribed to purchase from the Company 4,000,000 units, with each unit consisting of one share of Class A common stock (“Forward Purchase Shares”), and one-half (“Forward Purchase Warrants”, together with the Forward Purchase Shares the “Forward Purchase Securities”) for $10.00 per unit, or an aggregate amount of up to $40,000,000, in a private placement that will close concurrently with the closing of a Business Combination. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that they will be subject to certain transfer restrictions, and the Forward Purchase Warrants shall be identical to the Private Placement Warrants. As of September 30, 2021, the Company estimated the fair value of the forward purchase agreement to be a derivative asset of $252,000. The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A c o The Company accounts for the 20,200,000 warrants issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 7,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of September 30, 2021, the Company estimated the fair value of the warrant derivative liabilities to be $11,110,000. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement,

Stockholders' Equity

Stockholders' Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock Class A common stock Class B common stock 45-day shares of Class B common stock were forfeited. Holders of Class B common stock will have the right to appoint all of the directors and m a The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one of the sum of all shares of Class A common stock issued and outstanding at the date of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination, excluding any Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination.

Fair Value Measurement

Fair Value Measurement	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurement	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account $ 250,000,418 $ 250,000,418 $ — $ — Derivative asset—forward purchase agreement $ 252,000 $ — $ — $ 252,000 Liabilities Warrant liability – Public Warrants $ 6,875,000 $ 6,875,000 $ — $ — Warrant liability – Private Placement Warrants 4,235,000 — — 4,235,000 Warrant Liabilities $ 11,110,000 $ 6,875,000 $ — $ 4,235,000 The Company utilized a binomial lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HWELW. The quoted price of the Public Warrants was $0.55 per warrant as of September 30, 2021. The Company utilizes a binomial lattice model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The model used to estimate the fair value of the derivative asset for the Forward Purchase Agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Company’s Units and determined, on a per unit basis, as the pri c Transfers to/from Levels 1, 2 and 3 are recognized at t h The following table provides the significant inputs to the Binomial lattice method for the fair value of the Public Warrants: As of August 5, Unit Price $ 9.88 Exercise price $ 11.50 Risk-free rate 0.87 % Dividend yield 0.00 % Volatility 16.00 % Fair value of warrants $ 0.92 The following table provides the significant inputs to the Binomial lattice method for the fair value of the Private Placement Warrants: As of August 5, As of September 30, 2021 Unit Price $ 9.88 $ 9.93 Exercise price $ 11.50 $ 11.50 Risk-free rate 0.87 % 0.08 % Dividend yield 0.00 % 0.00 % Volatility 16.00 % 10.50 % Fair value of warrants $ 0.92 $ 0.55 The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of August 5, As of September 30, 2021 Unit Price $ 9.88 $ 9.93 Exercise price $ 11.50 $ 11.50 Expected term (in years) 1.00 0.85 Volatility 16.00 % 10.50 % Risk-free rate 0.14 % 0.08 % Warrant to unit value ratio 9.30 % 9.30 % Fair value of forward purchase agreement (per unit) $ (0.11 ) $ (0.06 ) The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,661,000 ) Fair value as of September 30, 2021 $ 3,983,000

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Line Items]
Basis of Presentation	Basis of Presentation The accompanying una u o accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on August 4, 2021, as well as the Company’s Restated Current Reports of Form 8-K, as filed with the SEC on [●]. The interim results for the period from February 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events, and may be material. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging 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 non-cash 9
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 25,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable c o paid-in As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 238,500,000 Less: Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Accretion of carrying value to redemption value 32,199,265 Class A co m $ 250,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 prescribes
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per share of common stock is computed by dividing net inc o The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 For the Period from February 2, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 4,237,367 $ 1,740,347 $ 2,931,771 $ 3,036,477 Denominator: Basic and diluted weighted average shares outstanding 15,217,391 6,250,000 5,833,333 6,041,667 Basic and diluted net income per share $ 0.28 $ 0.28 $ 0.50 $ 0.50
Concentration of Credit Risk	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	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement t o The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note—related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Derivative Financial Instruments	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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement asset on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of September 30, 2021, the Company estimated the fair value of the derivative asset related to its forward purchase agreement to be $252,000. See Note 9 for additional information related to fair value measurements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary Of Reconciliation Of Class A Common Stock Reflected in The Condensed Balance Sheet	As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 238,500,000 Less: Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Accretion of carrying value to redemption value 32,199,265 Class A co m $ 250,000,000
Schedule Of Earnings Per Shares Basic and Diluted	The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 For the Period from February 2, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 4,237,367 $ 1,740,347 $ 2,931,771 $ 3,036,477 Denominator: Basic and diluted weighted average shares outstanding 15,217,391 6,250,000 5,833,333 6,041,667 Basic and diluted net income per share $ 0.28 $ 0.28 $ 0.50 $ 0.50

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule Of Financial Assets And Liabilities That are measured at fair value on a recurring basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account $ 250,000,418 $ 250,000,418 $ — $ — Derivative asset—forward purchase agreement $ 252,000 $ — $ — $ 252,000 Liabilities Warrant liability – Public Warrants $ 6,875,000 $ 6,875,000 $ — $ — Warrant liability – Private Placement Warrants 4,235,000 — — 4,235,000 Warrant Liabilities $ 11,110,000 $ 6,875,000 $ — $ 4,235,000
Schedule Of Fair Value Of Assets and Liabilities Valuation Techniques and Methods	The following table provides the significant inputs to the Binomial lattice method for the fair value of the Public Warrants: As of August 5, Unit Price $ 9.88 Exercise price $ 11.50 Risk-free rate 0.87 % Dividend yield 0.00 % Volatility 16.00 % Fair value of warrants $ 0.92 The following table provides the significant inputs to the Binomial lattice method for the fair value of the Private Placement Warrants: As of August 5, As of September 30, 2021 Unit Price $ 9.88 $ 9.93 Exercise price $ 11.50 $ 11.50 Risk-free rate 0.87 % 0.08 % Dividend yield 0.00 % 0.00 % Volatility 16.00 % 10.50 % Fair value of warrants $ 0.92 $ 0.55 The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of August 5, As of September 30, 2021 Unit Price $ 9.88 $ 9.93 Exercise price $ 11.50 $ 11.50 Expected term (in years) 1.00 0.85 Volatility 16.00 % 10.50 % Risk-free rate 0.14 % 0.08 % Warrant to unit value ratio 9.30 % 9.30 % Fair value of forward purchase agreement (per unit) $ (0.11 ) $ (0.06 )
Summary of Changes in the fair value of the level 3 financial instruments that are measured at fair value on a recurring basis	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,661,000 ) Fair value as of September 30, 2021 $ 3,983,000

Description of Organization, _2

Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($)	Sep. 30, 2021	Aug. 05, 2021	Sep. 30, 2021	Sep. 30, 2021	Feb. 01, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation				Feb. 2, 2021
Proceeds from initial public offering				$ 245,000,000
Proceeds from the issuance of warrants		$ 7,700,000		7,700,000
Payment to acquire restricted investments		250,000,000		$ 250,000,000
Term of restricted investments			185 days
Equity method investment ownership percentage	50.00%		50.00%	50.00%
Minimum net worth needed to effect business combination	$ 5,000,001		$ 5,000,001	$ 5,000,001
Minimum percentage of common stock to be owned by the initial shareholders	20.00%		20.00%	20.00%
Minimum percentage of public shares that can be transferred	15.00%		15.00%	15.00%
Percentage of public shares to redeemed in case business combination is not consummated	100.00%		100.00%	100.00%
Threshold time period for consummating business combination from the date of initial public offer	24 months
Expenses payable on dissolution	$ 100,000		$ 100,000	$ 100,000
Threshold number of days within which public shares shall be redeemed in case business combination is not consummated	10 days
Minimum per share amount to be maintained in the trust account	$ 10		$ 10	$ 10
Cash	$ 983,659		$ 983,659	$ 983,659
Net working capital	1,664,878		1,664,878	1,664,878
Cash held outside of trust account	$ 983,659	1,920,090	$ 983,659	$ 983,659	$ 0
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Minimum percentage of the value of the trust account of the acquire for which acquisition shall be carried out	80.00%		80.00%	80.00%
Temporary equity redemption price per share	$ 10		$ 10	$ 10
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Total transaction costs incurred in connection with initial public offering		21,720,139		$ 21,720,139
Underwriting fees		5,000,000
Anchor investor offering costs		7,207,313		7,207,313
Other offering costs		762,826		762,826
Deferred Underwriting Fees	$ 8,750,000	$ 8,750,000	$ 8,750,000	$ 8,750,000
Private Placement [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period units		7,700,000
Class of warrants or rights issue price per warrant		$ 1
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from initial public offering		$ 250,000,000
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares new issues		25,000,000
Sale of stock issue price per share		$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary Of Reconciliation Of Class A Common Stock Reflected In The Condensed Balance Sheet (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)
Temporary Equity [Line Items]
Less: Issuance costs allocated to Class A common stock	$ (762,826)
Class A common stock subject to possible redemption	250,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Allocated Fair Value of Proceeds	238,500,000
Less: Issuance costs allocated to Class A common stock	(20,699,265)
Plus: Accretion of carrying value to redemption value	32,199,265
Class A common stock subject to possible redemption	$ 250,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Earnings Per Shares Basic And Diluted (Detail) - USD ($)	3 Months Ended	5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Numerator:
Net income	$ 5,977,714	$ (9,466)	$ 5,968,248
Denominator:
Basic and diluted weighted average shares outstanding	21,467,391		11,875,000
Basic and diluted net income per share	$ 0.28		$ 0.50
Common Class A [Member]
Numerator:
Net income	$ 4,237,367		$ 2,931,771
Denominator:
Basic and diluted weighted average shares outstanding	15,217,391		5,833,333
Basic and diluted net income per share	$ 0.28		$ 0.50
Common Class B [Member]
Numerator:
Net income	$ 1,740,347		$ 3,036,477
Denominator:
Basic and diluted weighted average shares outstanding	6,250,000		6,041,667
Basic and diluted net income per share	$ 0.28		$ 0.50

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Aug. 05, 2021	Sep. 30, 2021
Cash equivalents, at carrying value		$ 0
Antidilutive securities		0
Derivative liability		$ 11,110,000
Offering costs associated with warrant liabilities		1,020,874
Federal depository insurance coverage		250,000
IPO [Member]
Total transaction costs incurred in connection with initial public offering	$ 21,720,139	21,720,139
Underwriting discount		5,000,000
Anchor investor offering costs	7,207,313	7,207,313
Other offering costs	762,826	762,826
Deferred Underwriting Fees	$ 8,750,000	8,750,000
Forward Purchase Agreement [Member]
Derivative asset		$ 252,000
Common Class A [Member]
Temporary equity shares outstanding		25,000,000
Offering costs recorded as reduction of equity		$ 20,699,265

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Aug. 05, 2021	Sep. 30, 2021
Disclosure Of Initial Public Offer [Line Items]
Proceeds from initial public offering		$ 245,000,000
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrants or rights number of shares called by each warrants or rights	1
Class of warrants or rights exercise price of warrants or rights	$ 11.50
Common Class A [Member]
Disclosure Of Initial Public Offer [Line Items]
Proceeds from initial public offering	$ 250,000,000
Common Class A [Member] | IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Stock issued during the period shares new issues	25,000,000
Sale of stock issue price per share	$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Aug. 05, 2021	Sep. 30, 2021
Disclosure Of Private Placement [Line Items]
Proceeds from the issuance of warrants	$ 7,700,000	$ 7,700,000
Private Placement [Member]
Disclosure Of Private Placement [Line Items]
Class of warrants or rights exercise price of warrants or rights	$ 11.50
Sponsor [Member] | Private Placement [Member]
Disclosure Of Private Placement [Line Items]
Class of warrants or rights warrants issued during the period units	7,700,000
Class of warrants or rights issue price per warrant	$ 1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Aug. 05, 2021	Sep. 30, 2021	Jul. 20, 2021	Feb. 10, 2021
Related Party Transaction [Line Items]
Minimum percentage of common stock to be owned by the initial shareholders		20.00%
Stock based compensation expense		$ 0
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Number of warrants forfeited		750,000
Anchor Investors [Member] | IPO [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares new issues		2,475,000
Sale of stock issue price per share		$ 10
Original Anchor Investors [Member]
Related Party Transaction [Line Items]
Fair value of the founder shares sold to investors		$ 1,796,901
Fair value of the founder shares sold to investors per share		$ 4.09
Original Anchor Investors [Member] | IPO [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares new issues		1,237,500
Sale of stock issue price per share		$ 10
Additional Anchor Investors [Member]
Related Party Transaction [Line Items]
Estimated fair value of founder shares interests sold to investors			$ 7,211,250
Estimated fair value of founder shares interests sold to investors per share			$ 6.41
Sponsor [Member] | Promissory Note From Related Party [Member]
Related Party Transaction [Line Items]
Debt instrument face value				$ 350,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loans converted into warrants at a later date		$ 1,500,000
Debt instrument conversion price per share		$ 1
Sponsor [Member] | Additional Anchor Investors [Member] | Founder Shares [Member] | Subscription Agreement [Member]
Related Party Transaction [Line Items]
Share price		$ 0.004
Stock issued during the period shares new issues		1,125,000
Stock issued during period value new issues		$ 3,938
Common Class A [Member] | IPO [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares new issues	25,000,000
Sale of stock issue price per share	$ 10
Common Class A [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Lock in period		1 year
Share price		$ 12
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Waiting period after business combination for determining the share price		150 days
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for sponsor		$ 25,000
Stock issued during period, shares, issued for sponsor		6,250,000
Common stock shares subject to forfeiture		937,500
Minimum percentage of common stock to be owned by the initial shareholders		20.00%
Number of shares forfeited		937,500

Commitments - Additional Inform

Commitments - Additional Information (Detail) - Underwriting Agreement [Member]	8 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Commitments And Contingencies [Line Items]
Underwriting discount per share | $ / shares	$ 0.20
Payment of underwriting discount | $	$ 5,000,000
Deferred underwriting commission per share | $ / shares	$ 0.35
Deferred underwriting commission payable | $	$ 8,750,000
Over-Allotment Option [Member]
Commitments And Contingencies [Line Items]
Time period granted to subscribe for the shares	45 days
Common stock shares subscribed but not issued | shares	3,750,000

Warrants - Additional Informati

Warrants - Additional Information (Detail) - USD ($)	Aug. 05, 2021	Sep. 30, 2021
Warrants or rights outstanding term		5 years
Number of consecutive trading days for determining share price		20 days
Minimum lock In period to become effective after the closing of the initial Business Combination		60 days
Proceeds from the issuance of warrants	$ 7,700,000	$ 7,700,000
Derivative liability		11,110,000
Forward Purchase Agreement [Member]
Derivative asset		$ 252,000
IPO [Member]
Class of warrants and rights issued during the period		20,200,000
Private Placement Warrants [Member]
Class of warrant or right, outstanding		7,700,000
Class of warrants and rights issued during the period		7,700,000
Forward Purchase Warrants [Member]
Class of warrants or rights number of shares called by each warrants or rights		1
Class of warrants and rights issued, price per warrant		$ 10
Proceeds from the issuance of warrants		$ 40,000,000
Forward Purchase Warrants [Member] | IPO [Member]
Class of warrants and rights issued during the period		4,000,000
Public Warrants [Member]
Class of warrant or right, outstanding		12,500,000
Class of warrants and rights issued during the period		12,500,000
Class of warrants or rights number of shares called by each warrants or rights	1
Share Price Equals or Exceeds $18.00 [Member] | Common Class A [Member]
Number of consecutive trading days for determining share price		20 days
Share price		$ 18
Class of warrants, redemption price per unit		$ 0.01
Class of warrants, redemption notice period		30 days
Number of trading days for determining share price		30 days
Class of warrants, exercise price adjustment percentage		100.00%
Share Price Equals or Exceed $10.00 [Member] | Common Class A [Member]
Number of consecutive trading days for determining share price		20 days
Share price		$ 10
Class of warrants, redemption price per unit		$ 0.10
Class of warrants, redemption notice period		30 days
Number of trading days for determining share price		30 days
Class of warrants, exercise price adjustment percentage		180.00%
Share Price Equals or Exceed $10.00 [Member] | Common Class A [Member] | Private Placement Warrants [Member]
Share price		$ 18
Share Price Less Than $9.20 [Member]
Share price		$ 9.20
Minimum percentage gross proceeds required from issuance of equity		60.00%
Volume weighted average trading price trading days		20 days
Share Price Less Than $9.20 [Member] | Common Class A [Member]
Share price		$ 9.20
Class of warrant or right exercise price adjustment percentage higher of market value		115.00%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	380,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued	25,000,000
Common stock, shares outstanding	25,000,000
Temporary Equity, Shares Outstanding	25,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued	6,250,000
Common stock, shares outstanding	6,250,000
Common stock shares subject to forfeiture	937,500
Percentage of number of shares of common stock outstanding	20.00%
Number of shares forfeited	937,500

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Detail)	Sep. 30, 2021$ / shares
Fair Value Disclosures [Line Items]
Present value of contractual stipulated forward price	$ 10
Public Warrants [Member]
Fair Value Disclosures [Line Items]
Warrants quoted price	$ 0.55

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule Of Financial Assets And Liabilities That Are Measured At Fair Value On A Recurring Basis (Detail)	Sep. 30, 2021USD ($)
Assets
Derivative asset - forward purchase agreement	$ 252,000
Fair Value, Recurring [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	11,110,000
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	6,875,000
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	4,235,000
Fair Value, Recurring [Member] | Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	6,875,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	6,875,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	0
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	4,235,000
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liabilities	4,235,000
Fair Value, Recurring [Member] | Investment Held In Trust [Member]
Assets
Investments held in Trust Account	250,000,418
Fair Value, Recurring [Member] | Investment Held In Trust [Member] | Fair Value, Inputs, Level 1 [Member]
Assets
Investments held in Trust Account	250,000,418
Fair Value, Recurring [Member] | Investment Held In Trust [Member] | Fair Value, Inputs, Level 2 [Member]
Assets
Investments held in Trust Account	0
Fair Value, Recurring [Member] | Investment Held In Trust [Member] | Fair Value, Inputs, Level 3 [Member]
Assets
Investments held in Trust Account	0
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member]
Assets
Derivative asset - forward purchase agreement	252,000
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Fair Value, Inputs, Level 1 [Member]
Assets
Derivative asset - forward purchase agreement	0
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Fair Value, Inputs, Level 2 [Member]
Assets
Derivative asset - forward purchase agreement	0
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Fair Value, Inputs, Level 3 [Member]
Assets
Derivative asset - forward purchase agreement	$ 252,000

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule Of Fair Value Of Assets And Liabilities Valuation Techniques And Methods (Detail)	Sep. 30, 2021yr	Aug. 05, 2021yr
Unit Price | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	9.93	9.88
Unit Price | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		9.88
Unit Price | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	9.93	9.88
Exercise price | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Exercise price | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		11.50
Exercise price | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Risk-free rate | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0008	0.0014
Risk-free rate | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.0087
Risk-free rate | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0008	0.0087
Dividend yield | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0
Dividend yield | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0
Volatility | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.1050	0.1600
Volatility | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.1600
Volatility | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.1050	0.1600
Fair value of warrants | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.92
Fair value of warrants | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.55	0.92
Expected term (in years) | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.85	1
Warrant to unit value ratio | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0930	0.0930
Fair value of forward purchase agreement (per unit) | Forward Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	(0.06)	(0.11)

Fair Value Measurement - Summar

Fair Value Measurement - Summary Of Changes In The Fair Value Of The Level 3 Financial Instruments That Are Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member]	2 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement as of August 5, 2021	$ 18,144,000
Transfer of Public Warrants to Level 1 measurement	(11,500,000)
Change in fair value	(2,661,000)
Fair value as of September 30, 2021	$ 3,983,000