Argus Capital (ARGU) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	Argus Capital Corp.
Entity Central Index Key	0001865377
Entity File Number	001-40827
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	86-3426828
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3 Columbus Circle
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	812-7702
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	ARGUU
Security Exchange Name	NASDAQ
Warrant [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	ARGUW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ARGU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		30,475,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,618,750

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 696,180	$ 1,230,768
Prepaid expenses	778,275	907,988
Total current assets	1,474,455	2,138,756
Cash and investments held in trust account	310,954,468	310,877,919
Total Assets	312,428,923	313,016,675
Current liabilities:
Accounts payable and accrued expenses	976,685	1,059,424
Accrued franchise tax	50,000	97,310
Total current liabilities	1,026,685	1,156,734
Warrant liabilities	11,686,158	13,426,650
Deferred underwriting compensation	10,666,250	10,666,250
Total Liabilities	23,379,093	25,249,634
Commitments and Contingencies
Class A common stock subject to possible redemption; 30,475,000 shares at $10.20 per share	310,845,000	310,845,000
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(21,795,932)	(23,078,721)
Total Stockholders' Deficit	(21,795,170)	(23,077,959)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	312,428,923	313,016,675
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption; 30,475,000 shares at $10.20 per share	310,845,000
Stockholders' deficit:
Common stock value	0	0
Common Class B [Member]
Stockholders' deficit:
Common stock value	$ 762	$ 762

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, Par or stated 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
Common Class A [Member]
Temporary equity, Shares outstanding	30,475,000	30,475,000
Temporary equity, Redemption price per share	$ 10.20	$ 10.20
Common stock, Par or stated value per share	$ 0.0001	$ 0.0001
Common stock, Shares authorized	380,000,000	380,000,000
Common stock, Shares issued	0	0
Common stock, Shares outstanding	0	0
Common Class B [Member]
Preferred stock, Shares issued	0	0
Common stock, Par or stated value per share	$ 0.0001	$ 0.0001
Common stock, Shares authorized	20,000,000	20,000,000
Common stock, Shares issued	7,618,750	7,618,750
Common stock, Shares outstanding	7,618,750	7,618,750

Condensed Statement Of Operatio

Condensed Statement Of Operations	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Operating Expenses:
General and administrative expenses	$ 484,252
Franchise tax expense	50,000
Loss from operations	(534,252)
Other income:
Interest earned on investments held in Trust Account	76,549
Change in fair value of warrant liabilities	1,740,492
Income before provision for income taxes	1,282,789
Provisions for Income Taxes	0
Net Income	$ 1,282,789
Common Class A [Member]
Other income:
Weighted average number of shares outstanding | shares	30,475,000
Net income per share of common stock, basic and diluted | $ / shares	$ 0.03
Common Class B [Member]
Other income:
Weighted average number of shares outstanding | shares	7,618,750
Net income per share of common stock, basic and diluted | $ / shares	$ 0.03

Condensed Statement Of Changes

Condensed Statement Of Changes In Stockholders' Deficit - 3 months ended Mar. 31, 2022 - USD ($)	Total	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2021	$ (23,077,959)	$ 0	$ 762		$ (23,078,721)
Beginning balance (Shares) at Dec. 31, 2021		0	7,618,750
Net income	1,282,789				1,282,789
Ending balance at Mar. 31, 2022	$ (21,795,170)	$ 0	$ 762	$ 0	$ (21,795,932)
Ending balance (Shares) at Mar. 31, 2022		0	7,618,750

Condensed Statement Of Cash Flo

Condensed Statement Of Cash Flows	3 Months Ended
	Mar. 31, 2022USD ($)
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income	$ 1,282,789
Adjustments to reconcile net income to net cash used in operating activities
Interest earned on investments held in Trust Account	(76,549)
Change in fair value of warrant liabilities	(1,740,492)
Changes in operating assets and liabilities:
Prepaid expenses	129,713
Accounts payable and accrued expenses	(82,739)
Accrued franchise tax	(47,310)
Net cash used in operating activities	(534,588)
Net change in cash	(534,588)
Cash at beginning of period	1,230,768
Cash at end of period	$ 696,180

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	1. Organization and Business Operations Incorporation Argus Capital Corp. (the “Company”), a blank check company, was incorporated in Delaware on . As of March 31, 2022, the Company had not commenced any operations. All activity for the period from April 22, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor The Company’s sponsor is Argus Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of Units (as defined in Note 4 below) (the “Public Offering”), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The registration statement for the Company’s Public Offering (as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 21, 2021. On September 21, 2021, the Sponsor agreed to purchase simultaneously with the closing of the Public Offering 9,626,667 warrants in a private placement at a price of $1.50 per warrant, generating gross proceeds of $14,440,000 (Note 4). Upon the closing of the Public Offering and the private placement, $310,845,000 was placed in the Trust Account (discussed below). Trust Account The proceeds held in the trust account (the “Trust Account”) were invested in permitted 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 Distribution from Trust Account The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds held in the Trust Account to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination within 18 months from the closing of the offering, or March 24, 2023; (ii) the redemption of any of the shares of Class A common stock included in the Units sold in the Public Offering (the “Public Shares”) to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period (defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares of Class A common stock, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares of Class A common stock to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares of Class A common stock in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, the Company will only redeem the Public Shares so long as such redemption would not cause its Class A common stock to be considered “penny stock” (as such term is defined in Rule 3a51-1 If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares of Class A common stock for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to pay taxes. As a result, such shares of Class A common stock will have been recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board Accounting Standard Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The Company has 18 months from the closing of the Public Offering, or March 24, 2023, to complete its initial Business Combination (such period, as may be extended by a stockholder vote to amend the Company’s amended and restated certificate of incorporation, the “Combination Period”). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity, Capital Resources and Going Concern On September 24, 2021 the Company consummated a $304,750,000 Public Offering consisting of 30,475,000 units at a price of $10.00 per unit (“Unit”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A Common Stock”) and one-half As of March 31, 2022 the Company had an unrestricted cash balance of $696,180 as well as cash and investments held in the Trust Account of $310,954,468. The Company’s working capital needs will be satisfied through the funds, held outside of the Trust Account, from the Public Offering. Interest on funds held in the Trust Account may be used to pay taxes. Further, 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. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. If the Company is unable to complete a business combination by March 24, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40,

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation These unaudited financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended March 31, 2022. Operating results for the periods ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods and should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Annual Report on Form 10-K Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,237,500 Class A common stock in the aggregate. As of March 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. For the Three Months Ended Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income , as adjusted $ 1,034,867 $ 258,717 Denominator: Basic and diluted weighted average shares outstanding 30,475,000 7,618,750 Basic and diluted net income per share of common stock $ 0.03 $ 0.03 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 304,750,000 Less: Proceeds allocated to Public Warrants (20,265,875 ) Class A common stock issuance costs (16,276,200 ) Plus: Accretion of carrying value to redemption value 42,637,075 Class A common stock subject to possible redemption $ 310,845,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued the amount of $16,276,200 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $1,277,720 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account and the trust 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. Use of Estimates The preparation of the financial statement in conformity with U.S. 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 statement and the reported amounts of revenues and 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. more-likely-than-not and December 31, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature, except for the Warrant Liabilities (see Note 10). 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 include: • 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. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non-current The 24,864,167 warrants issued in connection with the Public Offering (including the 15,237,500 Public Warrants, as defined in Note 4, included in the Units and the 9,626,667 Private Placement Warrants will be recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and Private Warrants were initially measured at fair value using a Monte Carlo simulation model and Modified Black-Scholes option pricing model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants. Recent Accounting Pronouncements In August 2020, the 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 recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Public Offering	3. Public Offering Public Units On September 24, 2021, the Company sold 30,475,000 units, including the issuance of 3,975,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share, and one-half In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination (excluding any issuance of forward purchase securities), at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to its initial stockholder or its affiliates, without taking into account any founder shares held by its initial stockholder 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 the Company’s initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company paid an upfront underwriting discount of 2.0% per Unit at the closing of the Public Offering, with an additional fee of 3.5% per Unit payable upon the Company’s completion of a Business Combination (the “Deferred Discount”). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares On April 29, 2021, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 21, 2021 and August 26, 2021 the Sponsor returned to the Company for cancellation, at no cost, 2,875,000 and 1,437,500 founder shares, respectively, and on September 21, 2021, the Company effected a stock dividend of 0.06 shares for each Founder Share then outstanding, resulting in an aggregate of 7,618,750 founder shares outstanding and held by the Sponsor. The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. In addition, up to 993,750 Founder Shares may be forfeited by the Sponsor depending on the exercise of the underwriters’ over-allotment option. On September 24, 2021, the underwriters’ exercised their over-allotment option in full and thus these shares are no longer subject to forfeiture. The initial stockholder has agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) two years after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s shares of Class A common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants The Sponsor purchased from the Company 9,626,667 warrants at a price of $1.50 per warrant (an aggregate purchase price of $14,440,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. From the sale of the Private Placement Warrants, $12,190,000 has been added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Company’s Business Combination. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, and they will be non-redeemable Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay an affiliate of its Chief Executive Officer for office space and secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed and December 31, 2021 , and $60,000, respectively, are s Working Capital Loans In order to finance transaction costs in connection with an intended initial 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. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date. As of March 31, 2022 and December 31, 2021 ,

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. Commitments and Contingencies Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 Registration Rights The Sponsor will be entitled to registration rights pursuant to a registration rights agreement signed on September 21, 2021. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities and any other securities of the Company acquired by the Sponsor prior to the consummation of the Company’s initial Business Combination for sale under the Securities Act. In addition, the Sponsor will have “piggy-back” registration rights to include its securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Trust Account

Trust Account	3 Months Ended
	Mar. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Trust Account	6. Trust Account A total of $310,845,000, which includes $298,655,000 of the net proceeds from the Public Offering and $12,190,000 from the sale of the Private Placement Warrants, has been placed in the Trust Account. As of March 31, 2022, investment securities in the Company’s Trust Account consisted of $310,893,494 in United States Treasury Bills and $60,974 held as cash. As of December 31, 2021, investment securities in the Company’s Trust Account consisted of $310,877,120 in United States Treasury Bills and $799 held as cash. held-to-maturity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. The following table presents fair value information as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding loss. Carrying Value Gross Quoted Prices U.S. Government Treasury Securities as of March 31, 2022 (1) $ 310,893,494 $ (10,888 ) $ 310,882,606 U.S. Government Treasury Securities as of December 31, 2021 (1) $ 310,877,120 $ (9,429 ) $ 310,867,691 (1) Maturity date September 22, 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 1, 2022 to March 31, 2022. Level 1 instruments consist of investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	7. Stockholders’ Deficit Class A Common Stock - and December 31, 2021 , Class B Common Stock - and December 31, 2021 , Preferred stock - and December 31, 2021 ,

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2022
Warrant Liabilities [Abstract]
Warrant Liabilities	8. Warrant Liabilities As of March 31, 2022 and December 31, 2021 , 815-40. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its 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 elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The non-redeemable,

Income Tax

Income Tax	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	9. Income Tax The income tax provision (benefit) consists of the following: March 31, 2022 Current Federal $ — State — Deferred — Federal 93,851 State — Valuation allowance (93,851 ) Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, March 31, 2021 2022 Total Deferred tax asset Net Operating loss $ 98,152 $ 192,003 Accrued expense — — Less: Valuation allowance (98,152 ) (192,003 ) Net deferred tax assets $ — $ — Deferred tax liabilities Unrealized (gain) or loss — — Net Deferred tax assets (liabilities) $ — $ — As of March 31, 2022, and December 31, 2021 the Company had $ and $467,389, respectively in U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against % of annual taxable income. Due to changes in the ownership of common stock, the Company’s ability to use net operating losses may be limited under Internal Revenue Code Section . As a result, the net operating losses may not have any value to the Company. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the three months ended March 31, 2022, the change in the valuation allowance was A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate at March 31, 2022 is as follows: March 31, 2022 Statutory federal income tax rate 21.0 % Fair value change in warrant liability (28.3 ) Change in valuation allowance 7.3 Total tax provision — % The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company will file income tax returns in the U.S. federal jurisdiction and will be subject to examination by the various taxing authorities. 2022 and December 31, 2021. amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company will be subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	10. Fair Value Measurements As of March 31, 2022, investment securities in the Company’s Trust Account consisted of $310,893,494 in United States Treasury Bills and $60,974 held as cash. As of December 31, 2021, investment securities in the Company’s Trust Account consisted of $310,877,120 in United States Treasury Bills and $799 held as cash. The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: Level December 31, March 31, Warrant liabilities—Public 1 $ 8,228,250 $ 7,161,625 Warrant liabilities—Private 3 $ 5,198,400 $ 4,524,533 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 1, 2022 to March 31, 2022. The fair value of the Public Warrants and Private Warrants were initially measured at fair value using a Monte Carlo simulation model and Modified Black-Scholes option pricing model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants. For the three months ended March 31, 2022, the Company recognized a non-operating gain Treasury zero-coupon dates: As of As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.90 $ 9.98 Volatility for private warrants 8.4 % 5 % Term 6.06 5.82 Risk-free rate 1.36 % 0 % Dividend yield 0 % 0 % The change in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Level 3 Derivative warrant liabilities at December 31, 2021 $ 5,198,400 Change in fair value of derivative warrant liabilities (673,867 ) Level 3 Derivative warrant liabilities at March 31, 2022 $ 4,524,533 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2022.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 13, 2022, the date unaudited condensed financial statements were available for issuance, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that there are no recognized or non-recognized subsequent events or transactions that require recognition or disclosure in the unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended March 31, 2022. Operating results for the periods ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods and should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Annual Report on Form 10-K
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,237,500 Class A common stock in the aggregate. As of March 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. For the Three Months Ended Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income , as adjusted $ 1,034,867 $ 258,717 Denominator: Basic and diluted weighted average shares outstanding 30,475,000 7,618,750 Basic and diluted net income per share of common stock $ 0.03 $ 0.03
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 304,750,000 Less: Proceeds allocated to Public Warrants (20,265,875 ) Class A common stock issuance costs (16,276,200 ) Plus: Accretion of carrying value to redemption value 42,637,075 Class A common stock subject to possible redemption $ 310,845,000
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued the amount of $16,276,200 were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounting to $1,277,720 were charged to the statements of operations upon the completion of the Initial Public Offering (see Note 1).
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account and the trust 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.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with U.S. 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 statement and the reported amounts of revenues and 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. more-likely-than-not and December 31, 2021.
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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature, except for the Warrant Liabilities (see Note 10).
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 include: • 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.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed non-current The 24,864,167 warrants issued in connection with the Public Offering (including the 15,237,500 Public Warrants, as defined in Note 4, included in the Units and the 9,626,667 Private Placement Warrants will be recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and Private Warrants were initially measured at fair value using a Monte Carlo simulation model and Modified Black-Scholes option pricing model, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value for determining the fair value of the Public Warrants.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the 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 recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For the Three Months Ended Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income , as adjusted $ 1,034,867 $ 258,717 Denominator: Basic and diluted weighted average shares outstanding 30,475,000 7,618,750 Basic and diluted net income per share of common stock $ 0.03 $ 0.03
Schedule of Temporary Equity	At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 304,750,000 Less: Proceeds allocated to Public Warrants (20,265,875 ) Class A common stock issuance costs (16,276,200 ) Plus: Accretion of carrying value to redemption value 42,637,075 Class A common stock subject to possible redemption $ 310,845,000

Trust Account (Tables)

Trust Account (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Summary Of Determined By Level 1 Inputs Utilizing Quoted Prices	Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Carrying Value Gross Quoted Prices U.S. Government Treasury Securities as of March 31, 2022 (1) $ 310,893,494 $ (10,888 ) $ 310,882,606 U.S. Government Treasury Securities as of December 31, 2021 (1) $ 310,877,120 $ (9,429 ) $ 310,867,691 (1) Maturity date September 22, 2022.

Income Tax (Tables)

Income Tax (Tables)	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Summary of Income tax Provision (Benefit)	The income tax provision (benefit) consists of the following: March 31, 2022 Current Federal $ — State — Deferred — Federal 93,851 State — Valuation allowance (93,851 ) Income tax provision $ —
Summary of net deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, March 31, 2021 2022 Total Deferred tax asset Net Operating loss $ 98,152 $ 192,003 Accrued expense — — Less: Valuation allowance (98,152 ) (192,003 ) Net deferred tax assets $ — $ — Deferred tax liabilities Unrealized (gain) or loss — — Net Deferred tax assets (liabilities) $ — $ —
Summary of reconciliation of the statutory federal income tax rate (benefit)	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate at March 31, 2022 is as follows: March 31, 2022 Statutory federal income tax rate 21.0 % Fair value change in warrant liability (28.3 ) Change in valuation allowance 7.3 Total tax provision — %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Financial Liabilities at Fair Value on a Recurring Basis	The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: Level December 31, March 31, Warrant liabilities—Public 1 $ 8,228,250 $ 7,161,625 Warrant liabilities—Private 3 $ 5,198,400 $ 4,524,533
Summary of Level 3 Fair Value Measurements Input	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement As of As of Exercise price $ 11.50 $ 11.50 Stock price $ 9.90 $ 9.98 Volatility for private warrants 8.4 % 5 % Term 6.06 5.82 Risk-free rate 1.36 % 0 % Dividend yield 0 % 0 %
Summary of Change in the Fair Value of the Level 3 Warrant Liabilities	The change in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Level 3 Derivative warrant liabilities at December 31, 2021 $ 5,198,400 Change in fair value of derivative warrant liabilities (673,867 ) Level 3 Derivative warrant liabilities at March 31, 2022 $ 4,524,533

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Sep. 24, 2021	Sep. 21, 2021	Mar. 31, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Entity incorporation, date of incorporation			Apr. 22, 2021
Investment of cash in trust account		$ 310,845,000
Term of restricted investments			185 days
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period			100.00%
Minimum net worth to consummate business combination			$ 5,000,001
Expenses payable on dissolution			$ 100,000
Period to complete business combination from closing of the initial public offering			18 months
Deferred underwriting commissions	$ 10,666,250
Cash held outside of trust account			$ 8,345,000
Underwriting commissions	6,095,000
Cash			696,180	$ 1,230,768
Cash and investments held in trust account			$ 310,954,468	$ 310,877,919
Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business acquisition, effective date of acquisition			Mar. 24, 2023
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date in which funds held in the trust account to be released			Mar. 24, 2023
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Period in which funds held in the trust account to be released from closing of public offering			18 months
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from sale of units in initial public offering	$ 304,750,000
Stock issued during the period shares	30,475,000
Shares issued, price per share	$ 10
Common stock, Par or stated value per share	$ 0.0001
Private Placement Warrant [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares	14,440,000
Private Placement Warrant [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period	9,626,667
Class of warrants or rights warrants issued issue price per warrant	$ 1.50
Investment of cash in trust account	$ 310,845,000
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt instrument convertible into equity related warrants value			$ 1,500,000
Debt instrument conversion price per share			$ 1.50
Sponsor [Member] | Private Placement Warrant [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period		9,626,667
Class of warrants or rights warrants issued issue price per warrant		$ 1.50
Proceeds from private placement of warrants		$ 14,440,000

Significant Accounting Polici_4

Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Common Class A [Member]
Numerator:
Allocation of net income, as adjusted | $	$ 1,034,867
Denominator:
Basic and diluted weighted average shares outstanding | shares	30,475,000
Basic and diluted net income per share of common stock | $ / shares	$ 0.03
Common Class B [Member]
Numerator:
Allocation of net income, as adjusted | $	$ 258,717
Denominator:
Basic and diluted weighted average shares outstanding | shares	7,618,750
Basic and diluted net income per share of common stock | $ / shares	$ 0.03

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Temporary Equity By Class Of Stock (Detail) - USD ($)	Mar. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A common stock subject to possible redemption	$ 310,845,000	$ 310,845,000	$ 310,845,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds	298,655,000	304,750,000
Less:Proceeds allocated to Public Warrants		(20,265,875)
Less:Class A common stock issuance costs		(16,276,200)
Plus:Accretion of carrying value to redemption value		42,637,075
Class A common stock subject to possible redemption	$ 310,845,000	$ 310,845,000

Significant Accounting Polici_6

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Sep. 24, 2021	Mar. 31, 2022	Dec. 31, 2021
Dilutive Securities, Effect on Basic Earnings Per Share	$ 0
Cash, FDIC Insured Amount	250,000		$ 250,000
Unrecognized Tax Benefits	0		0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0		$ 0	$ 0
IPO [Member]
Payments of Stock Issuance Costs		$ 1,277,720
IPO [Member] | Warrant [Member]
Class Of Warrant Or Right Issued During Period Warrants			24,864,167
IPO [Member] | Warrant [Member] | Public Warrant [Member]
Class Of Warrant Or Right Issued During Period Warrants			15,237,500
IPO [Member] | Warrant [Member] | Private Placement Warrant [Member]
Class Of Warrant Or Right Issued During Period Warrants			9,626,667
Common Class A [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	15,237,500		15,237,500
Temporary Equity Issuance Costs			$ (16,276,200)
Common Class A [Member] | IPO [Member]
Temporary Equity Issuance Costs		$ 16,276,200

Public Offering - Additional In

Public Offering - Additional Information (Details) - $ / shares	Mar. 31, 2022	Sep. 24, 2021	Dec. 31, 2021
Underwriting Agreement [Member]
Initial Public Offering [Line Items]
Percentage Of Deferred Compensation Liability Classified Noncurrent	3.50%
Common Class A [Member]
Initial Public Offering [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Initial Public Offering [Line Items]
Share Price	$ 9.20
Common Class A [Member] | Share Price Equal or Exceeds eighteen Rupees per dollar [Member]
Initial Public Offering [Line Items]
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Common Class A [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Common Stock, Conversion Basis		one-half of one warrant
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	30,475,000
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds eighteen Rupees per dollar [Member]
Initial Public Offering [Line Items]
Share Price	$ 18
IPO [Member]
Initial Public Offering [Line Items]
Stock Issued During Period, Shares, New Issues		30,475,000
Shares Issued, Price Per Share		$ 10
Common Stock, Par or Stated Value Per Share		$ 0.0001
IPO [Member] | Underwriting Agreement [Member]
Initial Public Offering [Line Items]
Percentage Of Payments For Underwriting Expense	2.00%
IPO [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Stock Issued During Period, Shares, New Issues		30,475,000
Shares Issued, Price Per Share		$ 10
Over-Allotment Option [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Stock Issued During Period, Shares, New Issues		3,975,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Sep. 24, 2021	Sep. 21, 2021	Aug. 26, 2021	Jul. 21, 2021	Apr. 29, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 23, 2021
Lock in period	30 days
Payments to acquire restricted investment	$ 310,845,000
Administrative Services Fee [Member]
Related party transaction, Amounts of transaction		$ 20,000
Related party transaction, Selling, general and administrative expenses from transactions with related party							$ 60,000
Administrative Services Fee [Member] | Accounts Payable and Accrued Liabilities [Member]
Debt instrument, Face amount								$ 60,000
Due to related parties, Current	120,000						120,000
Working Capital Loans [Member]
Debt instrument, Convertible, Carrying amount of equity component	$ 1,500,000						$ 1,500,000
Debt instrument, Convertible, Conversion price	$ 1.50						$ 1.50
Bank overdrafts	$ 0						$ 0	$ 0
Private Placement Warrants [Member]
Proceeds from issuance private placement	$ 12,190,000
Private Placement [Member] | Private Placement Warrants [Member]
Payments to acquire restricted investment		$ 12,190,000
Common Class A [Member]
Common stock, Shares, outstanding	0						0	0
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Common Class A [Member] | Private Placement Warrants [Member]
Lock in period	30 days
Common Class A [Member] | Restrictions On Transfer Of Founder Shares Event [Member]
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of consecutive trading days determining share price	300 days
Common Class A [Member] | Share Price Equals Or Exceeds Fourteen USD [Member] | Restrictions On Transfer Of Founder Shares Event [Member]
Share price	$ 14						$ 14
Common Class A [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
Common Class B [Member]
Common stock, Shares, outstanding	7,618,750						7,618,750	7,618,750
Founder Shares [Member]
Lock in period	2 years
Sponsor [Member]
Debt instrument, Convertible, Conversion price	$ 1.50						$ 1.50
Sponsor [Member] | Private Placement Warrants [Member]
Proceeds from issuance private placement		$ 14,440,000
Sponsor [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants		9,626,667
Class of warrant or right issued during period, Warrants, Price per warrant		$ 1.50
Sponsor [Member] | Founder Shares [Member]
Stock repurchased during period, Value				$ 0	$ 0
Stock repurchased during period, Shares				1,437,500	2,875,000
Common stock dividends, Shares			0.06
Common stock, Shares, outstanding			7,618,750
Sponsor [Member] | Founder Shares [Member] | Over-Allotment Option [Member]
Common stock, Shares, outstanding									993,750
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member]
Stock issued during period, Shares, Issued for services						11,500,000
Stock issued during period, Value, Issued for services						$ 25,000

Trust Account - Summary Of Dete

Trust Account - Summary Of Determined By Level 1 Inputs Utilizing Quoted Prices (Detail) - US Treasury Securities [Member] - Held-to-maturity Securities [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	$ 310,882,606	$ 310,867,691
Reported Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	310,893,494	310,877,120
Changes Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gross Unrealized Holding (Loss)	$ (10,888)	$ (9,429)

Trust Account - Summary Of De_2

Trust Account - Summary Of Determined By Level 1 Inputs Utilizing Quoted Prices (Parenthetical) (Detail)	Mar. 31, 2022
Held-to-maturity Securities [Member] | US Treasury Bill Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment maturity date	Sep. 22, 2022

Trust Account - Additional Info

Trust Account - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments to acquire restricted investment	$ 310,845,000
Assets held in trust, Noncurrent	310,954,468	$ 310,954,468	$ 310,877,919
Fair Value Measurements Transfers Between Levels		0
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from private placement of warrants	12,190,000
Common Class A [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from sale of units in initial public offering	298,655,000	304,750,000
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust, Noncurrent	310,893,494	310,893,494	310,877,120
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust, Noncurrent	$ 60,974	$ 60,974	$ 799

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Sep. 24, 2021
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,000,000	1,000,000
Preferred stock, Par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, Shares issued	0	0
Preferred stock, Shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	380,000,000	380,000,000
Common stock, Par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, Voting rights	one
Common stock, Shares issued	0	0
Common stock, Shares outstanding	0	0
Temporary equity, Shares outstanding	30,475,000	30,475,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	20,000,000	20,000,000
Common stock, Par or stated value per share	$ 0.0001	$ 0.0001
Common stock, Voting rights	one
Common stock, Shares issued	7,618,750	7,618,750
Common stock, Shares outstanding	7,618,750	7,618,750
Preferred stock, Shares issued	0	0

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Number of days after consummation of business combination within which the statement shall be filed	15 days
Number of days following business combination within which securities registration shall be effective	60 days
Lock in period	30 days
Common Class A [Member]
Class of Warrant or Right [Line Items]
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Common Class A [Member] | Share Price Equals Or Exceeds Eighteen USD [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 18
Public Offering [Member]
Class of Warrant or Right [Line Items]
Class of Warrants or Rights Issued During the Period Units	24,864,167	24,864,167
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrants or Rights Issued During the Period Units	15,237,500
Class of warrant or right, Number of days after which warrants or rights will become exercisable	30 days
Warrants and rights outstanding, Term	5 years
Class of warrant or right, Redemption price per warrant	$ 0.01
Minimum notice period	30 days
Redemption period	30 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrants or Rights Issued During the Period Units	9,626,667
Private Placement Warrants [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Lock in period	30 days

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Change in valuation allowance	$ 192,003	$ 98,152
Unrecognized tax benefits	0	0
Unrecognized tax benefits, accrued amount for the payment of interest and penalties	0	0
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 914,297	$ 467,389
Operating Loss Carryforwards Limitations On Use Percent	80.00%

Income Tax - Summary of Income

Income Tax - Summary of Income Tax Provision (Benefit) (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)
Current
Federal	$ 0
State	0
Deferred
Federal	93,851
State	0
Valuation allowance	(93,851)
Income tax provision	$ 0

Income Tax - Summary Of Net Def

Income Tax - Summary Of Net Deferred Tax Assets (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Total Deferred tax asset
Net Operating loss	$ 192,003	$ 98,152
Accrued expense	0	0
Less: Valuation allowance	(192,003)	(98,152)
Net deferred tax assets	0	0
Deferred tax liabilities
Unrealized (gain) or loss	0	0
Net Deferred tax assets (liabilities)	$ 0	$ 0

Income Tax - Summary Of Reconci

Income Tax - Summary Of Reconciliation Of The Statutory Federal Income Tax Rate (Benefit) (Detail)	3 Months Ended
	Mar. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory Federal income tax rate	21.00%
Fair value change in warrant liability	(28.30%)
Change in valuation Allowance	7.30%
Total tax provision	0.00%

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in trust noncurrent	$ 310,954,468	$ 310,877,919
Non-Operating Gain Resulting from a Decrease in the Fair Value of Liabilities	(1,740,492)
Nonoperating Income (Expense) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-Operating Gain Resulting from a Decrease in the Fair Value of Liabilities	1,740,492
US Treasury Securities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in trust noncurrent	310,893,494	310,877,120
Cash [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in trust noncurrent	$ 60,974	$ 799

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Liabilities at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - Warrant [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 3 [Member] | Private Placement Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 4,524,533	$ 5,198,400
Level 1 [Member] | Public Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 7,161,625	$ 8,228,250

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Level 3 Fair Value Measurements Input (Detail) - Level 3 [Member] - Fair Value, Recurring [Member] - Warrant [Member]	Mar. 31, 2022yr	Dec. 31, 2021yr
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	11.50	11.50
Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	9.98	9.90
Volatility for Private Warrants [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	5	8.4
Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	5.82	6.06
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	0	1.36
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of the Level 3 Warrant Liabilities (Detail) - Derivative Financial Instruments, Liabilities [Member] - Warrant [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 Derivative warrant liabilities at December 31, 2021	$ 5,198,400
Change in fair value of derivative warrant liabilities	(673,867)
Level 3 Derivative warrant liabilities at March 31, 2022	$ 4,524,533