Cover Page
Cover Page - shares | 5 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 $0.0001 per share | |
Trading Symbol | ARGU | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 30,475,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,618,750 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 1,716,452 |
Prepaid expenses | 1,024,907 |
Total current assets | 2,741,359 |
Cash and investments held in trust account | 310,847,015 |
Total Assets | 313,588,374 |
Current liabilities: | |
Accounts payable and accrued expenses | 1,309,834 |
Accrued franchise tax | 88,767 |
Total current liabilities | 1,398,601 |
Warrant liabilities | 33,317,984 |
Deferred underwriting compensation | 10,666,250 |
Total Liabilities | 45,382,835 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption; 30,475,000 shares at $10.00 per share at September 30, 2021 | 304,750,000 |
Stockholders' deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (36,545,223) |
Total Stockholders' Deficit | (36,544,461) |
Total Liabilities and Stockholders' Deficit | 313,588,374 |
Common Class A [Member] | |
Current liabilities: | |
Class A common stock subject to possible redemption; 30,475,000 shares at $10.00 per share at September 30, 2021 | 304,750,000 |
Stockholders' deficit: | |
Common stock value | 0 |
Total Stockholders' Deficit | 0 |
Common Class B [Member] | |
Stockholders' deficit: | |
Common stock value | 762 |
Total Stockholders' Deficit | $ 762 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock, Par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 |
Preferred stock, Shares issued | 0 |
Preferred stock, Shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity, Shares outstanding | 30,475,000 |
Temporary equity, Redemption price per share | $ / shares | $ 10 |
Common stock, Par or stated value per share | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 380,000,000 |
Common stock, Shares issued | 0 |
Common stock, Shares outstanding | 0 |
Common Class B [Member] | |
Common stock, Par or stated value per share | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 |
Common stock, Shares issued | 7,618,750 |
Common stock, Shares outstanding | 7,618,750 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating Expenses: | ||
General and administrative expenses | $ 50,140 | $ 50,805 |
Franchise tax expense | 88,767 | 88,767 |
Loss from operations | (138,907) | (139,572) |
Other income (expense): | ||
Interest income earned on Trust Account | 2,015 | 2,015 |
Change in fair value of warrant liabilities | (152,375) | (152,375) |
Warrant issuance transaction costs | (1,277,720) | (1,277,720) |
Income before provision for income taxes | (1,566,987) | (1,567,652) |
Net loss | $ (1,566,987) | $ (1,567,652) |
Common Class A [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding | 1,987,500 | 1,128,704 |
Net loss per common stock, basic and diluted | $ (0.16) | $ (0.18) |
Common Class B [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding | 7,618,750 | 7,618,750 |
Net loss per common stock, basic and diluted | $ (0.16) | $ (0.18) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Deficit - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
Beginning balance at Apr. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (Shares) at Apr. 21, 2021 | 0 | 0 | ||||
Issuance of common stock to initial stockholder at approximately $0.0002 per share | [1] | 25,000 | $ 762 | 24,238 | ||
Issuance of common stock to initial stockholder at approximately $0.0002 per share (Shares) | [1] | 7,618,750 | ||||
Net loss | (665) | (665) | ||||
Ending balance at Jun. 30, 2021 | 24,335 | $ 762 | 24,238 | (665) | ||
Ending balance (Shares) at Jun. 30, 2021 | 7,618,750 | |||||
Beginning balance at Apr. 21, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | |
Beginning balance (Shares) at Apr. 21, 2021 | 0 | 0 | ||||
Accretion of Class A common stock subject to redemption | $ (36,542,075) | |||||
Net loss | (1,567,652) | |||||
Ending balance at Sep. 30, 2021 | (36,544,461) | $ 0 | $ 762 | 0 | (36,545,223) | |
Ending balance (Shares) at Sep. 30, 2021 | 0 | 7,618,750 | ||||
Beginning balance at Jun. 30, 2021 | 24,335 | $ 762 | 24,238 | (665) | ||
Beginning balance (Shares) at Jun. 30, 2021 | 7,618,750 | |||||
Cash received in excess of fair value of private warrants | 1,540,266 | 1,540,266 | ||||
Accretion of Class A common stock subject to redemption | (36,542,075) | (1,564,504) | (34,977,571) | |||
Net loss | (1,566,987) | (1,566,987) | ||||
Ending balance at Sep. 30, 2021 | $ (36,544,461) | $ 0 | $ 762 | $ 0 | $ (36,545,223) | |
Ending balance (Shares) at Sep. 30, 2021 | 0 | 7,618,750 | ||||
[1] | Shares and the associated amounts have been adjusted to reflect the surrender of 2,875,000 and 1,437,000 shares of Class B common stock to the Company for no consideration on July 21, 2021 and August 26, 2021 and a 1:1.06 stock split of each outstanding share of Class B common stock on September 22, 2021 (see Note 4). |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Stockholders' Deficit (Parenthetical) - $ / shares | Sep. 22, 2021 | Aug. 26, 2021 | Jul. 21, 2021 | Apr. 29, 2021 |
Stockholders' equity note, stock split | ||||
Sale of stock, price per share | $ 0.0002 | |||
Common Class B [Member] | ||||
Stockholders' equity note, stock split | 1:1.06 | |||
Stock repurchased during period, Shares | 1,437,000 | 2,875,000 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 5 Months Ended |
Sep. 30, 2021USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net loss | $ (1,567,652) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income earned on Trust Account | (2,015) |
Change in fair value of warrant liabilities | 152,375 |
Warrant issuance transaction costs | 1,277,720 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,024,907) |
Accounts payable and accrued expenses | 1,075,047 |
Accrued franchise tax | 88,767 |
Net cash used in operating activities | (665) |
Cash flows from investing activities: | |
Principal deposited in Trust Account | (310,845,000) |
Net cash used in investing activities | (310,845,000) |
Cash flows from financing activities: | |
Proceeds from private placement of warrants | 14,440,000 |
Proceeds from sale of units in initial public offering | 304,750,000 |
Payment of underwriters' discount | (6,095,000) |
Payment of offering costs | (532,883) |
Advances received from Promissory note | 188,915 |
Repayment of advances received from Promissory note | (188,915) |
Net cash provided by financing activities | 312,562,117 |
Increase in cash during period | 1,716,452 |
Cash at beginning of period | 0 |
Cash at end of period | 1,716,452 |
Supplemental disclosure of non-cash investing and financing activities: | |
Deferred underwriting compensation | 10,666,250 |
Offering costs paid by sponsor in exchange for founder shares | 25,000 |
Deferred offering costs included in accounts payable and accrued expenses | $ 234,787 |
Organization and Business Opera
Organization and Business Operations | 5 Months Ended |
Sep. 30, 2021 | |
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 April 22, 2021. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from April 22, 2021 (inception) through September 30, 2021, 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 th e generates non-operating income 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 3 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 3) 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 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 5,000,001 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 shareholder 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 and Capital Resources 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 September 30, 2021 the Company had an unrestricted cash balance of $1,716,452 as well as cash and investments held in the Trust Account of $310,847,015. 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. |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation These unaudited condensed 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 September 30, 2021. Operating results for the periods ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on September 23, 2021, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8-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 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 method 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 September 30, 2021, 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 common stock is the same as basic net loss per common stock for the periods presented. For the Three Months Ended For the period from April 22, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) Numerator: Allocation of net income (loss), as adjusted $ 324,204 $ 1,242,783 $ 202,278 $ 1,365,374 Denominator: Basic and diluted weighted average shares outstanding 1,987,500 7,618,750 1,128,704 7,618,750 Basic and diluted net income (loss) per common stock $ (0.16 ) $ (0.16 ) $ (0.18 ) $ (0.18 ) 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 unaudited condensed 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 September 30, 2021, the Class A common stock reflected in the condensed balance sheet 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 36,542,075 Class A common stock subject to possible redemption $ 304,750,000 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 condensed 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 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 September 30, 2021. 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 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 9). 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 3, 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 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 s 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 | 5 Months Ended |
Sep. 30, 2021 | |
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 | 5 Months Ended |
Sep. 30, 2021 | |
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 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. 12 Promissory Note–Related Party The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. When and if issued, these loans are payable without interest on the earlier of December 31, 2021 or the completion of the Public Offering. On September 24, 2021, the note then outstanding of $188,915 was repaid in full and the balance is $0 as of September 30, 2021. 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 $20,000 per month. The administrative services fee commenced on September 24, 2021. For the three months ended September 30, 2021 and the period from April 22, 2021 (inception) to September 30, 2021, the Company incurred $20,000 in administrative services expenses under the arrangement, respectively. As of September 30, 2021, $20,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet. 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 September 30, 2021, there were no working capital loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Sep. 30, 2021 | |
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 Com p |
Trust Account
Trust Account | 5 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, investment securities in the Company’s Trust Account consisted of $310,846,216 in United States Treasury Bills and $799 held as cash. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity |
Stockholders' Equity
Stockholders' Equity | 5 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Class A Common Stock — except for Class B Common Stock — Preferred stock — |
Warrant Liabilities
Warrant Liabilities | 5 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 8. Warrant Liabilities Public Warrants 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 Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering except that the holders of the Private Placement Warrants have agreed that the Private Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers 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. |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The fair value of the Public Warrants issued in connection with the Public Offering was initially measured at fair value using the Monte Carlo simulation model. The fair value of the Private Placement Warrants was initially measured at fair value using the modified Black-Scholes Option pricing model. 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 September 30, 2021, investment securities in the Company’s Trust Account consisted of $310,846,216 in United States Treasury Bills and $799 held as cash. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity 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 sheets and adjusted for the amortization or accretion of premiums or discounts. The table presents the carrying value (held to maturity) of the Trust Account, excluding accrued interest income and gross unrealized holding loss. 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. Carrying Value Gross Unrealized Quoted Prices in (Level 1) U.S. Government Treasury Securities as of September 30, 2021 (1) $ 310,846,216 $ (9,615 ) $ 310,836,601 (1) Maturity date March 23, 2022 The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2021, by level within the fair value hierarchy: Level September 30, Warrant liabilities—Public 3 $ 20,418,250 Warrant liabilities—Private 3 $ 12,899,734 The estimated fair value of the Public and Private Placement Warrants is determined using Level 3 inputs. Inherent in both the Black-Scholes Option and Monte Carlo simulation 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 warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon As of Exercise price $ 11.50 Stock price $ 9.43 Volatility for private warrants 20.7 % Term 6.33 Risk-free rate 1.20 % Dividend yield 0.00 % The change in the fair value of the Level 3 warrant liabilities for the three months ended September 30, 2021 is summarized as follows: Level 3 Derivative warrant liabilities at April 22, 2021 (inception) $ — Issuance of Public and Private Warrants 33,165,609 Change in fair value of derivative warrant liabilities 152,375 Level 3 Derivative warrant liabilities at September 30, 2021 $ 33,317,984 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 April 22, 2021 (inception) to September 30, 2021. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through November 15, 2021, the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that, except as noted above, all such events that would require recognition or disclosure have been recognized or disclosed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed 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 September 30, 2021. Operating results for the periods ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on September 23, 2021, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8-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 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 method 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 September 30, 2021, 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 common stock is the same as basic net loss per common stock for the periods presented. For the Three Months Ended For the period from April 22, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) Numerator: Allocation of net income (loss), as adjusted $ 324,204 $ 1,242,783 $ 202,278 $ 1,365,374 Denominator: Basic and diluted weighted average shares outstanding 1,987,500 7,618,750 1,128,704 7,618,750 Basic and diluted net income (loss) per common stock $ (0.16 ) $ (0.16 ) $ (0.18 ) $ (0.18 ) |
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 unaudited condensed 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 September 30, 2021, the Class A common stock reflected in the condensed balance sheet 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 36,542,075 Class A common stock subject to possible redemption $ 304,750,000 |
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 condensed 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 |
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 September 30, 2021. 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 |
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 9). |
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 3, 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 |
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 s 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) | 5 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Three Months Ended For the period from April 22, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) Numerator: Allocation of net income (loss), as adjusted $ 324,204 $ 1,242,783 $ 202,278 $ 1,365,374 Denominator: Basic and diluted weighted average shares outstanding 1,987,500 7,618,750 1,128,704 7,618,750 Basic and diluted net income (loss) per common stock $ (0.16 ) $ (0.16 ) $ (0.18 ) $ (0.18 ) |
Schedule of Temporary Equity | At September 30, 2021, the Class A common stock reflected in the condensed balance sheet 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 36,542,075 Class A common stock subject to possible redemption $ 304,750,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, by level within the fair value hierarchy: Level September 30, Warrant liabilities—Public 3 $ 20,418,250 Warrant liabilities—Private 3 $ 12,899,734 |
Summary of Level 3 Fair Value Measurements Input | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of Exercise price $ 11.50 Stock price $ 9.43 Volatility for private warrants 20.7 % Term 6.33 Risk-free rate 1.20 % Dividend yield 0.00 % |
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 September 30, 2021 is summarized as follows: Level 3 Derivative warrant liabilities at April 22, 2021 (inception) $ — Issuance of Public and Private Warrants 33,165,609 Change in fair value of derivative warrant liabilities 152,375 Level 3 Derivative warrant liabilities at September 30, 2021 $ 33,317,984 |
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. Carrying Value Gross Unrealized Quoted Prices in (Level 1) U.S. Government Treasury Securities as of September 30, 2021 (1) $ 310,846,216 $ (9,615 ) $ 310,836,601 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 24, 2021 | Sep. 21, 2021 | Sep. 30, 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 | ||
Proceeds from sale of units in initial public offering | $ 304,750,000 | ||
Deferred underwriting commissions | $ 10,666,250 | ||
Cash held outside of trust account | 8,345,000 | ||
Underwriting commissions | 6,095,000 | ||
Cash | 1,716,452 | ||
Cash and investments held in trust account | $ 310,847,015 | ||
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) - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 324,204 | $ 202,278 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 1,987,500 | 1,128,704 |
Basic and diluted net income (loss) per common stock | $ (0.16) | $ (0.18) |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,242,783 | $ 1,365,374 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 7,618,750 | 7,618,750 |
Basic and diluted net income (loss) per common stock | $ (0.16) | $ (0.18) |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Temporary Equity By Class Of Stock (Detail) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 304,750,000 | ||
Plus:Accretion of carrying value to redemption value | $ 36,542,075 | ||
Class A common stock subject to possible redemption | $ 304,750,000 | 304,750,000 | 304,750,000 |
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 | 36,542,075 | ||
Class A common stock subject to possible redemption | $ 304,750,000 | $ 304,750,000 | $ 304,750,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 24, 2021 | Sep. 30, 2021 |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | ||
Cash, FDIC Insured Amount | 250,000 | $ 250,000 | |
Unrecognized Tax Benefits | 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 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 | Sep. 30, 2021 | Sep. 24, 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 |
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 ($) | Sep. 30, 2021 | Sep. 24, 2021 | Sep. 21, 2021 | Aug. 26, 2021 | Jul. 21, 2021 | Apr. 29, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 23, 2021 | |
Stock issued during period, Value, Issued for services | [1] | $ 25,000 | |||||||||
Lock in period | 30 days | ||||||||||
Proceeds from issuance private placement | $ 14,440,000 | ||||||||||
Payments to acquire restricted investment | $ 310,845,000 | 310,845,000 | |||||||||
Repayment of related party debt | 188,915 | ||||||||||
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 | $ 20,000 | 20,000 | |||||||||
Administrative Services Fee [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||||||
Due to related parties, Current | 20,000 | 20,000 | 20,000 | ||||||||
Working Capital Loans [Member] | |||||||||||
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument, Convertible, Conversion price | $ 1.50 | $ 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 | $ 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] | |||||||||||
Stock issued during period, Shares, Issued for services | [1] | 7,618,750 | |||||||||
Stock issued during period, Value, Issued for services | [1] | $ 762 | |||||||||
Stock repurchased during period, Shares | 1,437,000 | 2,875,000 | |||||||||
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 | $ 1.50 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt instrument, Face amount | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||
Repayment of related party debt | $ 188,915 | ||||||||||
Notes payable, Related parties, Current | $ 0 | $ 0 | $ 0 | ||||||||
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 | ||||||||||
[1] | Shares and the associated amounts have been adjusted to reflect the surrender of 2,875,000 and 1,437,000 shares of Class B common stock to the Company for no consideration on July 21, 2021 and August 26, 2021 and a 1:1.06 stock split of each outstanding share of Class B common stock on September 22, 2021 (see Note 4). |
Trust Account - Additional Info
Trust Account - Additional Information (Detail) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payments to acquire restricted investment | $ 310,845,000 | $ 310,845,000 |
Proceeds from sale of units in initial public offering | 304,750,000 | |
Proceeds from private placement of warrants | 14,440,000 | |
Assets held in trust, Noncurrent | 310,847,015 | 310,847,015 |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Proceeds from sale of units in initial public offering | 12,190,000 | |
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 | 310,846,216 | 310,846,216 |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in trust, Noncurrent | $ 799 | $ 799 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Sep. 24, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, Shares authorized | 1,000,000 | |
Preferred stock, Par or stated value per share | $ 0.0001 | |
Preferred stock, Shares issued | 0 | |
Preferred stock, Shares outstanding | 0 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 380,000,000 | |
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Voting rights | one | |
Common stock, Shares issued | 0 | |
Common stock, Shares outstanding | 0 | |
Temporary equity, Shares outstanding | 30,475,000 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Shares authorized | 20,000,000 | |
Common stock, Par or stated value per share | $ 0.0001 | |
Common stock, Voting rights | one | |
Common stock, Shares issued | 7,618,750 | |
Common stock, Shares outstanding | 7,618,750 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | Sep. 30, 2021$ / shares |
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 Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payments to acquire restricted investment | $ 310,845,000 | $ 310,845,000 |
Proceeds from issuance initial public offering | 304,750,000 | |
Assets held in trust noncurrent | 310,847,015 | 310,847,015 |
Fair value measurements transfers between levels | 0 | |
US Treasury Securities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in trust noncurrent | $ 310,846,216 | $ 310,846,216 |
US Treasury Securities [Member] | Held-to-maturity Securities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment maturity date | Mar. 23, 2022 | Mar. 23, 2022 |
Cash [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets held in trust noncurrent | $ 799 | $ 799 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Proceeds from issuance initial public offering | 12,190,000 | |
Common Class A [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Proceeds from issuance initial public offering | $ 298,655,000 | 304,750,000 |
Common Class A [Member] | Common Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Proceeds from issuance initial public offering | $ 298,655,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities at Fair Value on a Recurring Basis (Detail) - Level 3 [Member] - Fair Value, Recurring [Member] - Warrant [Member] | Sep. 30, 2021USD ($) |
Public Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 20,418,250 |
Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 12,899,734 |
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] | Sep. 30, 2021yr |
Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 11.50 |
Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 9.43 |
Volatility for Private Warrants [Member] | Private Placement Warrant [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 20.7 |
Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 6.33 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 1.20 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability measurement input | 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 |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Level 3 Derivative warrant liabilities at April 22, 2021 (inception) | $ 0 |
Issuance of Public and Private Warrants | 33,165,609 |
Change in fair value of derivative warrant liabilities | 152,375 |
Level 3 Derivative warrant liabilities at September 30, 2021 | $ 33,317,984 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary Of Determined By Level 1 Inputs Utilizing Quoted Prices (Detail) - US Treasury Securities [Member] - Held-to-maturity Securities [Member] | 5 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 310,846,216 |
Gross Unrealized Holding (Loss) | (9,615) |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ 310,836,601 |