Zeo Energy (ZEO) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40927
Entity Registrant Name	ESGEN Acquisition Corporation
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1601409
Entity Address, Address Line One	5956 Sherry Lane
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	987-6100
Entity Current Reporting Status	No
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	0001865506
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,600,000
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	ESAC
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	ESACU
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	ESACW
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,086,084	$ 1,323,903
Prepaid expenses	478,819	550,434
Total current assets	1,564,903	1,874,337
Prepaid expense - noncurrent		26,081
Marketable securities held in Trust Account	281,540,308	281,522,137
Total Assets	283,105,211	283,422,555
Liabilities, Current [Abstract]
Accrued offering costs and expenses	918,891	411,416
Due to related party	54,193	24,193
Promissory note - related party	171,346	171,346
Total current liabilities	1,144,430	606,955
Warrant Liabilities	7,240,800	13,976,160
Deferred underwriters' discount	9,660,000	9,660,000
Total Liabilities	18,045,230	24,243,115
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of $10.20	281,540,308	281,520,000
Shareholders' Deficit:
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Accumulated deficit	(16,481,017)	(22,341,250)
Total shareholders' deficit	(16,480,327)	(22,340,560)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	283,105,211	283,422,555
Class A Common Stock
Shareholders' Deficit:
Common stock	0	0
Common Class B [Member]
Shareholders' Deficit:
Common stock	$ 690	$ 690

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical)	Mar. 31, 2022$ / sharesshares
Temporary Equity, Shares Outstanding	27,600,000
Temporary equity, redemption price per share | $ / shares	$ 10.20
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Temporary Equity, Shares Outstanding	27,600,000
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	250,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	25,000,000
Common shares, shares issued	6,900,000
Common shares, shares outstanding	6,900,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Formation and operating costs	$ 842,990
Operating cost - related party	30,000
Loss from operations	(872,990)
Nonoperating Income (Expense) [Abstract]
Interest income on marketable securities held in Trust Account	18,171
Change in fair value of warrant liabilities	6,735,360
Total other income, net	6,753,531
Net income	$ 5,880,541
Common Class A [Member]
Nonoperating Income (Expense) [Abstract]
Weighted Average Number of Shares Outstanding, Basic | shares	27,600,000
Basic net income per common share | $ / shares	$ 0.17
Common Class B [Member]
Nonoperating Income (Expense) [Abstract]
Weighted Average Number of Shares Outstanding, Diluted | shares	6,900,000
Diluted net income per common share | $ / shares	$ 0.17

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) - 3 months ended Mar. 31, 2022 - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member]Common Stock [Member]	Common Class B [Member]Common Stock [Member]
Balance at the beginning at Dec. 31, 2021	$ (22,340,560)	$ 0	$ (22,341,250)	$ 281,520,000	$ 690
Balance at the beginning (in shares) at Dec. 31, 2021				27,600,000	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of ordinary share subject to possible redemption	(20,308)		(20,308)	$ 20,308
Net income	5,880,541		5,880,541
Balance at the end at Mar. 31, 2022	$ (16,480,327)	$ 0	$ (16,481,017)	$ 281,540,308	$ 690
Balance at the end (in shares) at Mar. 31, 2022				27,600,000	6,900,000

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cash flows from Operating Activities:
Net income	$ 5,880,541
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Interest earned on cash held in Trust Account	(18,171)
Change in fair value of warrant liabilities	(6,735,360)	$ (10,944,240)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid assets	97,696
Accrued expenses	507,475
Due to related party	30,000
Net cash used in operating activities	(237,819)
Net change in cash	(237,819)
Cash, beginning of the period	1,323,903
Cash, end of the period	$ 1,086,084	$ 1,323,903

Organization and Business Opera

Organization and Business Operation	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation ESGEN Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 19, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from April 19, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below. 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 ESGEN LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 19, 2021 (the “Effective Date”). On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. Transaction costs amounted to $16,138,202 consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions and $958,202 of other cash offering costs. Of this amount, $15,428,121 was charged to shareholder’s deficit and $710,081 was allocated to the warrants and expensed. 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 (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on October 22, 2021, $281,520,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 15 months (unless otherwise extended as described in the prospectus relating to the IPO) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per-share The ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months (unless otherwise extended as described in the prospectus relating to the IPO) from the closing of the Public Offering to consummate the initial Business Combination. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Public Offering (or up to 21 months if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial business combination within Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. COVID-19 In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 In response to COVID-19, COVID-19. Liquidity and Capital Resources As of March 31, 2022, the Company had cash of $1,086,084 and working capital of approximately $420,473. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through a payment from the Sponsor of $25,000 to cover certain offering costs in consideration for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $262,268 (See Note 5). Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Going Concern As of March 31, 2022, the Company had $1,086,084 in cash held outside of the Trust Account and working capital of $420,473. The Company anticipates that the cash held outside of the Trust Account as of March 31, 2022 will be not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), 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 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 Securities Exchange Act of 1934, as amended (The “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 has $1,086,084 and $1,323,903 in cash and cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Marketable Securities Held in Trust Account Following the closing of the Public Offering on October 22, 2021, an amount of $281,520,000 from the net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current net-cash Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40 Distinguishing Liabilities from Equity. re-measurement re-measurement, Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of 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. 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. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The earnings per share presented in the Statement of Operations is based on the following: Three Months Ended Net income $ 5,880,541 Accretion of temporary equity to redemption value (18,171 ) Net income including accretion of temporary equity to redemption value $ 5,862,370 For the three months ended March 31, 2022 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income including accretion of temporary equity $ 4,689,896 $ 1,172,471 Allocation of accretion of temporary equity to redemption value 18,171 — Allocation of loss 4,708,067 1,172,474 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.17 $ 0.17 Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC 480-10-S99-3A paid-in paid-in Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2022
Public Offering
Public Offering	Note 3 — Public Offering On October 22, 2021, the Company consummated its IPO of 27,600,000 Units, which included the full exercise of the underwriters’ over- allotment option, at a price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one Class A ordinary share and on All of the 27,600,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,144,000 ) Class A ordinary share issuance costs (15,428,121 ) Plus: Accretion of carrying value to redemption value 33,092,121 Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 281,520,000 Accretion of carrying value to redemption value 20,308 Class A ordinary shares subject to possible redemption as of March 31, 2022 $ 281,540,308

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement.
Private Placement	Note 4 — Private Placement The Sponsor purchased 11,240,000 warrants, which included the underwriters’ exercise of the full over-allotment option (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant and $11,240,000 in the aggregate, in a private placement that occurred concurrently with the closing of the Public Offering. Additionally Salient Capital Advisors, LLC, acting in its capacity as investment advisor on behalf of one or more client accounts (“Salient Client Accounts”) purchased 2,800,000 warrants on the same terms as the Sponsor in a private placement that occurred concurrently with the closing of the Public Offering. The private placement resulted in an aggregate of 14,040,000 warrants and $14,040,000 in proceeds, a portion of which was placed in the Trust account.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On April 27, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. In September 2021, certain shareholders surrendered, for no consideration, an aggregate of 1,437,500 Class B ordinary shares, leaving 5,750,000 Founder Shares outstanding. In October 2021, a share dividend was issued which resulted in 6,900,000 Founder Shares outstanding; of which 900,000 were subject to surrender if the underwriter had not exercised their full over-allotment option. All share values and related amounts have been retroactively restated to reflect the dividend. On September 10, 2021, the Sponsor transferred 115,000 Class B ordinary shares to each of its three independent directors. Additionally, on September 27, 2021, the Company sold 831,393 Class B ordinary shares to the Salient Client Accounts at a price of approximately $0.004 per share. As of March 31, 2022, the Sponsor held 4,573,607 Class B ordinary shares. The initial shareholders and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Company’s public shares if it does not complete the Business Combination within 15 months from the closing of the Public Offering (or up to 21 months, if extended) to complete a Business Combination or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination within 15 months from the closing of this offering (or up to 21 months if extended) to complete a Business Combination as described in the prospectus (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within​​​​​​​ the prescribed time frame). If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association. In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and Public Shares in favor of the Business Combination. Promissory Note — Related Party On April 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. The Company borrowed a total of $262,268. This loan was non-interest Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial 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 the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. As of March 31, 2022 and December 31, 2021, the Company had incurred $30,000 and $24,193, respectively pursuant to this agreement, which was accrued in “Due to related party”.

Prepaid Expenses

Prepaid Expenses	3 Months Ended
	Mar. 31, 2022
Prepaid Expense, Current [Abstract]
Prepaid Expenses	Note 6 — Prepaid Expenses The Company’s prepaid expenses as of March 31, 2022 and December 31, 2021 consisted of the expense for a subscription fee which the Company paid in advance. March 31, 2022 December 31, 2022 Current Current Non-current Prepaid Insurance $ 424,537 $ 528,861 $ 26,081 Other Prepaid Items 54,282 21,573 — $ 478,819 $ 550,434 $ 26,081

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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 initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination. However, the registration and expected shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day The underwriters earned an underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $5,520,000, which was paid in cash at closing of the offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2022
Warrant Liabilities
Warrant Liabilities	Note 8 — Warrant Liabilities The Company accounts for the 27,840,000 warrants issued in connection with the Public Offering (13,800,000 Public Warrants and 14,040,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operation. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at 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 elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; and; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading Private Warrants If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re- re-measurement,

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2022
Derivative Instrument Detail [Abstract]
Derivative Financial Instruments	Note 9—Derivative Financial Instruments The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” 815-40, The following table presents fair value information as of March 31, 2022 and December 31, 2021 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public warrant liabilities $ 3,450,000 $ — $ — $ 3,450,000 Private warrant liabilities — — 3,790,800 3,790,800 Total warrant liabilities $ 3,450,000 $ — $ 3,790,800 $ 7,240,800 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public warrant liabilities $ 6,900,000 $ — $ — $ 6,900,000 Private warrant liabilities — — 7,076,160 7,076,160 Total warrant liabilities $ 6,900,000 $ — $ 7,076,160 $ 13,976,160 The estimated fair value of the warrant liability for the private warrants at March 31, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Warrant Liabilities Warrant liability – initial measurement $ 12,776,400 $ 12,144,000 $ 24,920,400 Change in fair value of warrant liabilities (5,700,240 ) (5,244,000 ) (10,944,240 ) Transfer to Level 1 — (6,900,000 ) (6,900,000 ) Warrant liabilities at December 31, 2021 $ 7,076,160 $ — $ 7,076,160 Change in fair value of warrant liabilities (3,285,360 ) — (3,285,360 ) Warrant liabilities at March 31, 2022 $ 3,790,800 $ — $ 3,790,800 The following table presents quantitative information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 10.01 $ 9.92 Risk-free rate 2.39 % 1.32 % Expected volatility 5.10 % 8.3 % Term (years) 5.56 5.81

Shareholder's Equity (Deficit)

Shareholder's Equity (Deficit)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholder's Equity (Deficit)	Note 10—Shareholder’s Equity (Deficit) Preference shares Class A ordinary shares Class B ordinary shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as- excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, any of its affiliates or any members of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combination.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K,
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), 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 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 Securities Exchange Act of 1934, as amended (The “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 has $1,086,084 and $1,323,903 in cash and cash equivalents as of March 31, 2022 and December 31, 2021, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the Public Offering on October 22, 2021, an amount of $281,520,000 from the net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current net-cash
Warrant Liability	Warrant Liability The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40 Distinguishing Liabilities from Equity. re-measurement re-measurement,
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of 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. 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. Net loss for the period from inception to IPO was allocated fully to Class B ordinary shares. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The earnings per share presented in the Statement of Operations is based on the following: Three Months Ended Net income $ 5,880,541 Accretion of temporary equity to redemption value (18,171 ) Net income including accretion of temporary equity to redemption value $ 5,862,370 For the three months ended March 31, 2022 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income including accretion of temporary equity $ 4,689,896 $ 1,172,471 Allocation of accretion of temporary equity to redemption value 18,171 — Allocation of loss 4,708,067 1,172,474 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.17 $ 0.17 Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC 480-10-S99-3A paid-in paid-in
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of compute basic and diluted net income per share	The earnings per share presented in the Statement of Operations is based on the following: Three Months Ended Net income $ 5,880,541 Accretion of temporary equity to redemption value (18,171 ) Net income including accretion of temporary equity to redemption value $ 5,862,370 For the three months ended March 31, 2022 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income including accretion of temporary equity $ 4,689,896 $ 1,172,471 Allocation of accretion of temporary equity to redemption value 18,171 — Allocation of loss 4,708,067 1,172,474 Denominator: Weighted-average shares outstanding 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.17 $ 0.17

Public Offering (Tables)

Public Offering (Tables)	3 Months Ended
	Mar. 31, 2022
Public Offering
Summary of ordinary shares reflected on the balance sheet	As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,144,000 ) Class A ordinary share issuance costs (15,428,121 ) Plus: Accretion of carrying value to redemption value 33,092,121 Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 281,520,000 Accretion of carrying value to redemption value 20,308 Class A ordinary shares subject to possible redemption as of March 31, 2022 $ 281,540,308

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
Prepaid Expense, Current [Abstract]
Summary of Prepaid expenses	The Company’s prepaid expenses as of March 31, 2022 and December 31, 2021 consisted of the expense for a subscription fee which the Company paid in advance. March 31, 2022 December 31, 2022 Current Current Non-current Prepaid Insurance $ 424,537 $ 528,861 $ 26,081 Other Prepaid Items 54,282 21,573 — $ 478,819 $ 550,434 $ 26,081

Derivative Financial Instrume_2

Derivative Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2022
Derivative Instrument Detail [Abstract]
Schedule of fair value hierarchy for liabilities measured at fair value on recurring basis	March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public warrant liabilities $ 3,450,000 $ — $ — $ 3,450,000 Private warrant liabilities — — 3,790,800 3,790,800 Total warrant liabilities $ 3,450,000 $ — $ 3,790,800 $ 7,240,800 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public warrant liabilities $ 6,900,000 $ — $ — $ 6,900,000 Private warrant liabilities — — 7,076,160 7,076,160 Total warrant liabilities $ 6,900,000 $ — $ 7,076,160 $ 13,976,160
Schedule of change in the fair value of the warrant liabilities	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Warrant Liabilities Warrant liability – initial measurement $ 12,776,400 $ 12,144,000 $ 24,920,400 Change in fair value of warrant liabilities (5,700,240 ) (5,244,000 ) (10,944,240 ) Transfer to Level 1 — (6,900,000 ) (6,900,000 ) Warrant liabilities at December 31, 2021 $ 7,076,160 $ — $ 7,076,160 Change in fair value of warrant liabilities (3,285,360 ) — (3,285,360 ) Warrant liabilities at March 31, 2022 $ 3,790,800 $ — $ 3,790,800
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The following table presents quantitative information about the Company’s Level 3 liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021. March 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 10.01 $ 9.92 Risk-free rate 2.39 % 1.32 % Expected volatility 5.10 % 8.3 % Term (years) 5.56 5.81

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)	Oct. 22, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10
Transaction Costs		$ 16,138,202
Underwriting fees		5,520,000
Deferred Offering Cost Non-Current		9,660,000
Other offering costs		958,202
Shareholders deficit		15,428,121
Allocated to the warrants and expense		710,081
Working Capital		420,473
Working Capital Loan		0	$ 0
Aggregate purchase price		25,000
Net tangible assets		$ 5,000,001
Condition for future business combination threshold Percentage Ownership		50
Redemption of shares calculated based on business days prior to consummation of business combination		15 months
Condition for future business combination threshold Net Tangible Assets		$ 100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Month To Complete Acquisition		15 months
Cash held outside of the Trust Account		$ 1,086,084
Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Price of warrant		$ 1
Working Capital Loan		$ 0
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	27,600,000
Shares Issued, Price Per Share	$ 10.20	$ 10
Proceeds from Issuance Initial Public Offering	$ 281,520,000
Other offering costs	16,138,202
Shareholders deficit	15,428,121
Allocated to the warrants and expense	$ 710,081
IPO [Member] | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share	$ 11.50
Sale of Private Placement Warrants (in shares)	14,040,000
Price of warrant	$ 1
IPO [Member] | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10.20
Private Placement [Member] | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		14,040,000
Percentage of business combinations aggregate fair market value		80.00%
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		3,600,000
Shares Issued, Price Per Share	$ 10
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from Related Party Debt		$ 262,268
Redemption of shares calculated based on business days prior to consummation of business combination		15 months
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Month To Complete Acquisition		21 months
Sponsor | Private Placement [Member] | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)		11,240,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Oct. 22, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash and cash equivalents		$ 1,086,084	$ 1,323,903
Offering Cost		958,202
Shareholders deficit		15,428,121
Allocated to the warrants and expense		$ 710,081
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination		100.00%
Month To Complete Acquisition		15 months
Unrecognized tax benefits		$ 0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	0
Anti-dilutive securities attributable to warrants (in shares)		27,840,000
Accretion of carrying value to redemption value		$ 20,308
IPO [Member]
Offering Cost	$ 16,138,202
Shareholders deficit	15,428,121
Allocated to the warrants and expense	710,081
Proceeds from Issuance Initial Public Offering	$ 281,520,000
Retained Earnings [Member]
Accretion of carrying value to redemption value		20,308	33,092,121
Common Class A [Member] | IPO [Member]
Unrecognized tax benefits		$ 0	$ 0

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Net income	$ 5,880,541
Accretion of temporary equity to redemption value	(18,171)
Net income including accretion of temporary equity to redemption value	(5,862,370)
Common Class A [Member]
Accretion of temporary equity to redemption value	18,171
Net income including accretion of temporary equity to redemption value	4,689,896
Allocation of loss	$ 4,708,067
Weighted-average shares outstanding | shares	27,600,000
Basic and diluted net income (loss) per share | $ / shares	$ 0.17
Common Class B [Member]
Net income including accretion of temporary equity to redemption value	$ 1,172,471
Allocation of loss	$ 1,172,474
Weighted-average shares outstanding | shares	6,900,000
Basic and diluted net income (loss) per share | $ / shares	$ 0.17

Public Offering (Details)

Public Offering (Details) - USD ($)	Oct. 22, 2021	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	27,600,000
Shares Issued, Price Per Share	$ 10.20	10
IPO [Member] | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 10.20
IPO [Member] | Public Warrants | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit		0.50
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold		3,600,000
Shares Issued, Price Per Share	$ 10
Gross proceeds	$ 276,000,000

Public Offering - Additional in

Public Offering - Additional information (Details) - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Public Offering
Gross proceeds		$ 276,000,000
Proceeds allocated to Public Warrants		12,144,000
Class A ordinary share issuance costs		15,428,121
Accretion of carrying value to redemption value	$ 20,308	33,092,121
Class A ordinary shares subject to possible redemption	$ 281,540,308	$ 281,520,000

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Over-Allotment Option [Member] | Private Placement Warrants | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Price of warrants | $ / shares	$ 11.50
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	2,800,000
Private Placement [Member] | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	14,040,000
Aggregate purchase price | $	$ 14,040,000
Private Placement [Member] | Private Placement Warrants | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price | $	$ 11,240,000
Number of shares per warrant	1
Exercise price of warrant | $ / shares	$ 1
Private Placement [Member] | Private Placement Warrants | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	11,240,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Sep. 27, 2021$ / sharesshares	Sep. 10, 2021shares	Apr. 27, 2021USD ($)$ / sharesshares	Mar. 31, 2022Month$ / sharesshares	Dec. 31, 2021shares
Related Party Transaction [Line Items]
Consideration received | $			$ 0
Shares Issued, Price Per Share | $ / shares				$ 10
Share dividend			6,900,000
Aggregate number of shares owned			1,437,500
Common Class B [Member]
Related Party Transaction [Line Items]
Common shares, shares outstanding				6,900,000	6,900,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares surrender			900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				100.00%
Restrictions on transfer period of time after business combination completion				15 months
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Month				21
Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued	831,393
Shares Issued, Price Per Share | $ / shares	$ 0.004		$ 0.0001
Founder Shares [Member] | Sponsor | Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued		115,000
Consideration received | $			$ 25,000
Consideration received, shares			5,750,000
Shares Issued, Price Per Share | $ / shares			$ 0.004
Common shares, shares outstanding			5,750,000
Aggregate number of shares owned				4,573,607

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Apr. 27, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note			$ 90,922
Expenses incurred and paid	$ 10,000
Working Capital Loan	0	$ 0
Due to related party	30,000	24,193
Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1
Working Capital Loan	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			300,000
Outstanding amount	$ 171,346	$ 171,346
Borrowed amount			$ 262,268

Prepaid Expenses (Details)

Prepaid Expenses (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Prepaid Expense, Current [Abstract]
Prepaid Insurance, Current	$ 424,537	$ 528,861
Prepaid Insurance, Non Current		26,081
Other Prepaid Items, Current	54,282	21,573
Prepaid Expense, Current, Total	$ 478,819	550,434
Total Prepaid Expenses, Non Current		$ 26,081

Commitments & Contingencies (De

Commitments & Contingencies (Details)	Oct. 22, 2021USD ($)	Mar. 31, 2022Day$ / shares
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Maximum number of demands for registration of securities		3
Initial Public Offering
Related Party Transaction [Line Items]
Underwriting Discount Earned Percentage	2.00%
Deferred Underwriting Discount	3.50%
Underwriter cash discount | $	$ 5,520,000
Sponsor | Class A Common Stock
Related Party Transaction [Line Items]
Warrants And Rights Outstanding Exercisable Term After Business Combinations		30 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		1 year
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30

Warrant Liabilities (Details)

Warrant Liabilities (Details) - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Oct. 22, 2021
Warrants outstanding			27,840,000
Warrants and Rights Outstanding	$ 7,240,800	$ 13,976,160	$ 24,920,400
Share Price	$ 9.20
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised	60 days
Fair Market Value Price	$ 0.361
Public Warrants expiration term	5 years
Percentage Of Gross Proceeds On Total Equity Proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value.	180.00%
Stock price trigger for redemption of public warrants	$ 18
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Shares Issued, Price Per Share	$ 10
Change in fair value of warrant liabilities	$ (6,735,360)	$ (10,944,240)
Class A Common Stock
Trading Day Prior To The Date On Which The Notice Of Exercise	10 days
Shares Issued, Price Per Share	$ 10
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Share Price	18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member]
Share Price	$ 0.10
Redemption price per public warrant (in dollars per share)	$ 10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Shares Issued, Price Per Share	$ 10
Public Warrants
Warrants outstanding			13,800,000
Public Warrants | Class A Common Stock
Shares Issued, Price Per Share	$ 11.50
Private Warrants
Warrants outstanding			14,040,000

Derivative Financial Instrume_3

Derivative Financial Instruments - Fair value hierarchy for liabilities measured at fair value on recurring basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	$ 7,240,800	$ 13,976,160
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	3,450,000	6,900,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	3,790,800	7,076,160
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	3,450,000	6,900,000
Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	3,450,000	6,900,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	3,790,800	7,076,160
Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	$ 3,790,800	$ 7,076,160

Derivative Financial Instrume_4

Derivative Financial Instruments - changes in the fair value (Details) - USD ($)	3 Months Ended	8 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability - initial measurement	$ 7,076,160	$ 24,920,400
Change in fair value of warrant liabilities	(3,285,360)	(10,944,240)
Transfer to Level 1		(6,900,000)
Warrant liabilities at end of the period	3,790,800	7,076,160
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability - initial measurement		12,144,000
Change in fair value of warrant liabilities		(5,244,000)
Transfer to Level 1		(6,900,000)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability - initial measurement	7,076,160	12,776,400
Change in fair value of warrant liabilities	(3,285,360)	(5,700,240)
Warrant liabilities at end of the period	$ 3,790,800	$ 7,076,160

Derivative Financial Instrume_5

Derivative Financial Instruments - Companys Level 3 liabilities that are measured at fair value on a recurring basis (Details)	Mar. 31, 2022dyr	Dec. 31, 2021yrd
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, Measurement input	11.50	11.50
Share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, Measurement input	10.01	9.92
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, Measurement input	2.39	1.32
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, Measurement input	5.10	8.3
Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, Measurement input | yr	5.56	5.81

Shareholder's Equity - Preferre

Shareholder's Equity - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 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

Shareholder's Equity-Common Sto

Shareholder's Equity-Common Stock Shares (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000
Aggregate Percentage of Outstanding Shares Issued to Initial Shareholders Prior to Business Combination	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	250,000,000	250,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000
Common Class B [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	25,000,000	25,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	6,900,000	6,900,000
Common shares, shares outstanding (in shares)	6,900,000	6,900,000
Ratio to be applied to the stock in the conversion	20
Maximum shares subject to forfeiture	900,000
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	20.00%