Mobile Infrastructure (BEEP) 10-Q 10 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity Registrant Name	FIFTH WALL ACQUISITION CORP. III
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40415
Entity Tax Identification Number	98-1583957
Entity Address, Address Line One	6060 Center Drive
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Los Angeles
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90045
City Area Code	310
Local Phone Number	853 8878
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001
Trading Symbol	FWAC
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 Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001847874
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,407,000
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,875,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 513,509	$ 737,986
Prepaid expenses	736,000	1,121,860
Total current assets	1,249,509	1,859,846
Investments held in Trust Account	275,143,954	275,012,561
Total Assets	276,393,463	276,872,407
Current liabilities:
Accounts payable	198,273	87,097
Accrued expenses	214,222	212,704
Total current liabilities	412,495	299,801
Deferred underwriting commissions	9,625,000	9,625,000
Total liabilities	10,037,495	9,924,801
Commitments and Contingencies
Shareholders' Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2022 and December 31, 2021
Accumulated deficit	(8,688,765)	(8,053,173)
Total shareholders' deficit	(8,687,986)	(8,052,394)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	276,393,463	276,872,407
Class A ordinary shares
Shareholders' Deficit:
Common stock	91	91
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 at redemption value of approximately $10.00 per share as of June 30, 2022 and December 31, 2021	275,043,954	275,000,000
Class B ordinary shares
Shareholders' Deficit:
Common stock	$ 688	$ 688

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares outstanding	28,407,000	28,407,000
Class B ordinary shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	6,875,000	6,875,000
Common shares, shares outstanding	6,875,000	6,875,000
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	907,000	907,000
Common shares, shares outstanding	907,000	907,000
Class A Common Stock Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares subject to possible redemption	27,500,000	27,500,000
Ordinary shares, redemption value per share | $ / shares	$ 10	$ 10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
General and administrative expenses	$ 288,364	$ 296,439	$ 321,746	$ 618,030
General and administrative expenses—related party	75,000	14,000	14,000	105,000
Loss from operations	(363,364)	(310,439)	(335,746)	(723,030)
Other income:
Income from investments held in Trust Account	124,611	0	0	131,392
Net loss	$ (238,753)	$ (310,439)	$ (335,746)	$ (591,638)
Class A ordinary shares
Other income:
Basic weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	10,040,152	28,407,000
Diluted weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	10,040,152	28,407,000
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Class B ordinary shares
Other income:
Basic weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,178,977	6,875,000
Diluted weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,178,977	6,875,000
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A ordinary shares Common Stock	Class B ordinary shares Common Stock
Balance at the beginning at Feb. 18, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 18, 2021				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor	25,000	24,281			$ 719
Issuance of Class B ordinary shares to Sponsor (in shares)					7,187,500
Net loss	(25,306)		(25,306)
Balance at the end at Mar. 31, 2021	(306)	24,281	(25,306)	$ 0	$ 719
Balance at the end (in shares) at Mar. 31, 2021				0	7,187,500
Balance at the beginning at Feb. 18, 2021	0	0	0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 18, 2021				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(335,746)
Balance at the end at Jun. 30, 2021	(7,340,111)	31	(7,340,921)	$ 91	$ 688
Balance at the end (in shares) at Jun. 30, 2021				907,000	6,875,000
Balance at the beginning at Mar. 31, 2021	(306)	24,281	(25,306)	$ 0	$ 719
Balance at the beginning (in shares) at Mar. 31, 2021				0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of private placement shares to Sponsor	9,070,000	9,069,909		$ 91
Sale of private placement shares to Sponsor (in shares)				907,000
Accretion of Class A ordinary shares subject to possible redemption amount	(16,099,366)	(9,094,190)	(7,005,176)
Forfeiture of Class B ordinary shares		31			$ (31)
Forfeiture of Class B ordinary shares (in shares)					(312,500)
Net loss	(310,439)		(310,439)
Balance at the end at Jun. 30, 2021	(7,340,111)	$ 31	(7,340,921)	$ 91	$ 688
Balance at the end (in shares) at Jun. 30, 2021				907,000	6,875,000
Balance at the beginning at Dec. 31, 2021	(8,052,394)		(8,053,173)	$ 91	$ 688
Balance at the beginning (in shares) at Dec. 31, 2021				907,000	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(352,885)		(352,885)
Balance at the end at Mar. 31, 2022	(8,405,279)		(8,406,058)	$ 91	$ 688
Balance at the end (in shares) at Mar. 31, 2022				907,000	6,875,000
Balance at the beginning at Dec. 31, 2021	(8,052,394)		(8,053,173)	$ 91	$ 688
Balance at the beginning (in shares) at Dec. 31, 2021				907,000	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(591,638)
Balance at the end at Jun. 30, 2022	(8,687,986)		(8,688,765)	$ 91	$ 688
Balance at the end (in shares) at Jun. 30, 2022				907,000	6,875,000
Balance at the beginning at Mar. 31, 2022	(8,405,279)		(8,406,058)	$ 91	$ 688
Balance at the beginning (in shares) at Mar. 31, 2022				907,000	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(238,753)		(238,753)
Increase in redemption value of Class A ordinary shares subject to possible redemption	(43,954)		(43,954)
Balance at the end at Jun. 30, 2022	$ (8,687,986)		$ (8,688,765)	$ 91	$ 688
Balance at the end (in shares) at Jun. 30, 2022				907,000	6,875,000

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares	Jun. 30, 2022	Aug. 09, 2021
Class A ordinary shares
Common shares, shares outstanding	28,407,000
Class B ordinary shares
Maximum shares subject to forfeiture		312,500
Common shares, shares outstanding	6,875,000
Class B ordinary shares | Over-allotment option
Maximum shares subject to forfeiture	937,500

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss			$ (335,746)	$ (591,638)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares			25,000
Income from investments held in Trust Account	$ (124,611)	$ 0	0	(131,392)
Changes in operating assets:
Prepaid expenses			(1,585,531)	385,860
Accounts payable			29,018	111,176
Accrued expenses			21,751	1,517
Net cash used in operating activities			(1,845,508)	(224,477)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			(275,000,000)
Net cash used in investing activities			(275,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party			(108,892)
Proceeds from note payable to related party			108,892
Proceeds received from private placement			9,070,000
Proceeds received from initial public offering, gross			275,000,000
Offering costs paid			(5,635,257)
Net cash provided by financing activities			278,434,743
Net change in cash			1,589,235	(224,477)
Cash - beginning of the period			0	737,986
Cash - end of the period	$ 513,509	$ 1,589,235	1,589,235	$ 513,509
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable			48,400
Offering costs included in accrued expenses			790,709
Deferred underwriting commissions			$ 9,625,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed 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”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement on Form S-1 underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, 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 of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $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 income taxes). The per-share 5 These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 , upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5 Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Consideration As of June 30, 2022, the Company had approximately $514,000 in its operating bank account and working capital of approximately $837,000. The Company’s liquidity needs through June 30, 2022 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $109,000 from the Sponsor pursuant to the Note (see Note 4 4 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15,

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging growth company As an emerging growth company, the Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 , shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s condensed balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (192,230 ) $ (46,523 ) $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) For the Three Months Ended June 30, For Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (194,749) $ (115,690 ) $ (207,837 ) $ (127,909 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,925,769 6,490,385 10,040,152 6,178,977 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) Income taxes FASB ASC Topic 740, “Income Taxes,” 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest In addition, 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 officers and directors 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the 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 $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022 and 2021, the Company incurred expenses of $75,000 and $14,000, respectively, under this agreement. For the six months ended June 30, 2022 and the period from February 19, 2021 (inception) through June 30, 2021, the Company incurred expenses of $105,000 and $14,000, respectively, under this agreement. As of June 30, 2022 and December 31, 2021, the Company had $179,000 and $74,000, respectively, in balance outstanding for services in connection with such agreement on the accompanying condensed balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	6 Months Ended
	Jun. 30, 2022
Temporary Equity Disclosure [Abstract]
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Some of the Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 shares were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table: Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 I 43,954 Class A common stock subject to possible redemption as of June 30, 2022 $ 275,043,954

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares- shares are classified as temporary equity (see Note 6). Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one as-converted securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans. The automatic conversion of the Class B ordinary shares into Class A ordinary shares on the day of consummation of the initial Business Combination is not subject to any further triggering events.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The foll owing table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets - Investments held in Trust Account - Money Market Fund June 30, 2022 $ 275,143,954 $ — $ — December 31, 2021 $ 275,012,561 $ — $ — Level 1 instruments include investments in money market funds invested in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. No money has been withdrawn from the Trust.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date and up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K
Emerging growth company	Emerging growth company As an emerging growth company, the Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of estimates	Use of estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed balance sheet due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering costs associated with the Initial Public Offering	Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 , shares of Class A ordinary shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s condensed balance sheets. The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in
Net loss per ordinary share	Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (192,230 ) $ (46,523 ) $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) For the Three Months Ended June 30, For Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (194,749) $ (115,690 ) $ (207,837 ) $ (127,909 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,925,769 6,490,385 10,040,152 6,178,977 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.02 ) $ (0.02 )
Income Taxes	Income taxes FASB ASC Topic 740, “Income Taxes,” 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting standards	Recent accounting standards In June 2022, the FASB issued ASU 2022-03, Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	For the Three Months Ended June 30, 2022 For the Six Months Ended June 30, Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (192,230 ) $ (46,523 ) $ (476,352 ) $ (115,286 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 28,407,000 6,875,000 28,407,000 6,875,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) For the Three Months Ended June 30, For Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (194,749) $ (115,690 ) $ (207,837 ) $ (127,909 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,925,769 6,490,385 10,040,152 6,178,977 Basic and diluted net loss per ordinary share $ (0.02 ) $ (0.02 ) $ (0.02 ) $ (0.02 )

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	6 Months Ended
	Jun. 30, 2022
Temporary Equity Disclosure [Abstract]
Summary of reconciliation of class A common stock subject to possible redemption	Gross proceeds $ 275,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (16,046,813 ) Plus: Accretion of carrying value to redemption value 16,046,813 Class A ordinary shares subject to possible redemption as of December 31, 2021 275,000,000 I 43,954 Class A common stock subject to possible redemption as of June 30, 2022 $ 275,043,954

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets - Investments held in Trust Account - Money Market Fund June 30, 2022 $ 275,143,954 $ — $ — December 31, 2021 $ 275,012,561 $ — $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		1 Months Ended	6 Months Ended
	May 27, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share | $ / shares			$ 10
Condition for future business combination use of proceeds percentage			80
Condition For Future Business Combination Threshold Percentage Ownership			50
Condition For Future Business Combination Threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Lock in period for redemption of public shares after closing of IPO			24 months
Threshold business days for redemption of public shares			10 days
Maximum net interest to pay dissolution expenses			$ 100,000
Cash			514,000
Working capital deficit			$ 837,000
Aggregate purchase price		$ 25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	27,500,000
Shares issued price per share | $ / shares	$ 10		$ 10
Proceeds received from initial public offering, gross	$ 275,000,000
Transaction costs	16,100,000
Deferred underwriting fee payable	$ 9,600,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares			907,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	2,500,000
Shares issued price per share | $ / shares	$ 10
Class A ordinary shares | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	27,500,000
Class A ordinary shares | Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	907,000		907,000
Shares issued price per share | $ / shares	$ 10
Proceeds received from initial public offering, gross	$ 9,100,000
Class A ordinary shares | Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	2,500,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 25,000
Advances due to related party			$ 109,000

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 0	$ 0
Federal depository insurance coverage amount	250,000
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Private Placement
Number of shares issued	907,000
Class A Common Stock Subject to Redemption
Ordinary shares, shares subject to possible redemption	27,500,000	27,500,000

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Class A ordinary shares
Numerator:
Allocation of net loss	$ (192,230)	$ (194,749)	$ (207,837)	$ (476,352)
Denominator:
Basic weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	10,040,152	28,407,000
Diluted weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	10,040,152	28,407,000
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Class B ordinary shares
Numerator:
Allocation of net loss	$ (46,523)	$ (115,690)	$ (127,909)	$ (115,286)
Denominator:
Basic weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,178,977	6,875,000
Diluted weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,178,977	6,875,000
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.02)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		4 Months Ended
	May 27, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share			$ 10
Offering costs		$ 5,635,257
Deferred underwriting commissions			$ 9,625,000	$ 9,625,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	27,500,000
Shares issued price per share	$ 10		$ 10
Proceeds from Issuance Initial Public Offering	$ 275,000,000
Offering costs	16,100,000
Deferred underwriting commissions	$ 9,600,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	2,500,000
Shares issued price per share	$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares & Private Placement Shares (Details)			1 Months Ended		6 Months Ended
	May 27, 2021 shares	Feb. 24, 2021 USD ($) Day $ / shares shares	Apr. 30, 2021 shares	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares	Aug. 09, 2021 shares
Related Party Transaction [Line Items]
Aggregate purchase price | $				$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	2,500,000
Private Placement
Related Party Transaction [Line Items]
Number of shares issued					907,000
Class A ordinary shares
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001	$ 0.0001
Class A ordinary shares | Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	2,500,000
Shares subject to forfeiture	2,500,000
Class A ordinary shares | Private Placement
Related Party Transaction [Line Items]
Number of shares issued	907,000				907,000
Restrictions on transfer period of time after business combination completion					30 days
Share price per share | $ / shares					$ 10
Gross proceeds from private placement | $					$ 9,100,000
Class B ordinary shares
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001	$ 0.0001
Class B ordinary shares | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture							312,500
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion		1 year
Founder Shares | Sponsor | Over-allotment option
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Founder Shares | Sponsor | Maximum | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture			937,500
Founder Shares | Sponsor | Class A ordinary shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares subsequent to initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Number of shares issued		4,312,500
Common shares, par value, (per share) | $ / shares		$ 0.0001
Aggregate number of shares owned			7,187,500

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related Party Loans & Administrative Services Agreement (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Feb. 24, 2021
Related Party Transaction [Line Items]
General and administrative expenses—related party	$ 75,000	$ 14,000	$ 14,000	$ 105,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Related Party Loans | Initial Public Offering
Related Party Transaction [Line Items]
Aggregate amount						$ 109,000
Working Capital Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 0			$ 0	$ 0
Conversion price per share	$ 10			$ 10
Amount of reimbursed or accrued	$ 0			$ 0	0
Working Capital Loans | Maximum
Related Party Transaction [Line Items]
Repayment of promissory note - related party				1,500,000
Administrative Service Agreement
Related Party Transaction [Line Items]
General and administrative expenses—related party	75,000	$ 14,000	$ 14,000	105,000
Outstanding for services under administrative services agreement	$ 179,000			179,000	$ 74,000
Administrative Service Agreement | Maximum
Related Party Transaction [Line Items]
Expenses per month				$ 17,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended
	May 27, 2021 shares	Jun. 30, 2022 USD ($) Item $ / shares shares	Dec. 31, 2021 USD ($)
Subsidiary or Equity Method Investee [Line Items]
Maximum number of demands for registration of securities | Item		3
Lock-up period		30 days
Accrued expenses		$ 0	$ 0
Period of day option from final prospectus relating to IPO		45 days
Underwriting discount per Public Share | $ / shares		$ 0.2
Aggregate underwriting discount paid		$ 5,500,000
Deferred underwriting fee payable per Public Share | $ / shares		$ 0.35
Aggregate deferred underwriting fee payable		$ 9,600,000
Over-allotment option
Subsidiary or Equity Method Investee [Line Items]
Number of shares granted to underwriters | shares		3,750,000
Class A ordinary shares | Over-allotment option
Subsidiary or Equity Method Investee [Line Items]
Number of shares granted to underwriters | shares	2,500,000

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Temporary Equity [Line Items]
Number of votes per share | Vote	1
Gross proceeds	$ 275,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption	(16,046,813)
Accretion of carrying value to redemption value	16,046,813
Increase in redemption value of Class A ordinary shares subject to possible redemption	$ 43,954
Class A ordinary shares
Temporary Equity [Line Items]
Common shares, shares authorized | shares	200,000,000	200,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001
Number of votes per share | Vote	1
Common shares, shares outstanding (in shares) | shares	28,407,000	28,407,000
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares subject to possible redemption | shares	27,500,000	27,500,000
Class A ordinary shares subject to possible redemption as of December 31, 2021	$ 275,000,000
Class A common stock subject to possible redemption as of June 30, 2022	$ 275,043,954

SHAREHOLDERS' EQUITY - Preferen

SHAREHOLDERS' EQUITY - Preference Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' EQUITY - Ordinary

SHAREHOLDERS' EQUITY - Ordinary Shares (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Apr. 30, 2021 shares
Class of Stock [Line Items]
Number of votes per share | Vote	1
Conversion ratio	1
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)	28,407,000	28,407,000
Number of votes per share | Vote	1
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Shares subject to possible redemption, outstanding (in shares)	27,500,000	27,500,000
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	6,875,000	6,875,000
Common shares, shares outstanding (in shares)	6,875,000	6,875,000	7,187,500

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 | Recurring | Money market fund
Assets - Investments held in Trust Account:
Assets, fair Value	$ 275,143,954	$ 275,012,561