0001193125-22-216411 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Aug. 05, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	OPAL Fuels Inc.
Entity Central Index Key	0001842279
Entity Tax Identification Number	98-1578357
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-40272
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One North Lexington Avenue
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	914
Local Phone Number	705-4000
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		25,171,390
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	OPALW
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	OPAL
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 219,127	$ 811,526
Prepaid expenses	546,368	701,663
Total current assets	765,495	1,513,189
Other assets	0	159,954
Investments held in Trust Account	311,615,892	311,175,471
Total Assets	312,381,387	312,848,614
Current liabilities:
Accounts payable	68,531	18,764
Accrued expenses	29,902	94,497
Due to related party	5,085	0
Total current liabilities	103,518	113,261
Deferred legal fees	6,193,192	3,966,447
Deferred underwriting commissions	0	10,890,707
Derivative warrant liabilities	16,218,840	25,795,700
Total liabilities	22,515,550	40,766,115
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value	311,515,892	311,163,050
Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(21,650,833)	(39,081,329)
Total shareholders' deficit	(21,650,055)	(39,080,551)
Total Liabilities and Shareholders' Deficit	312,381,387	312,848,614
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value	311,515,892	311,163,050
Shareholders' Deficit:
Common stock, value	0	0
Common Class B [Member]
Shareholders' Deficit:
Common stock, value	$ 778	$ 778

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Temporary equity shares outstanding	31,116,305	31,116,305
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity shares outstanding	31,116,305	31,116,305
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	7,779,076	7,779,076
Common stock, shares, outstanding	7,779,076	7,779,076

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Condensed Statements of Operations - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
General and administrative expenses	$ 1,733,643	$ 394,413	$ 3,124,650	$ 522,889
Loss from operations	(1,733,643)	(394,413)	(3,124,650)	(522,889)
Other income (expense)
Change in fair value of derivative warrant liabilities	4,325,040	(11,225,560)	9,576,860	(10,954,400)
Gain on settlement of underwriting fees	279,890	0	279,890	0
Financing costs – warrant liabilities	0	0	0	(462,620)
Net gain on investments held in Trust Account	415,868	4,304	440,421	4,457
Total other income (expense)	5,020,798	(11,221,256)	10,297,171	(11,412,563)
Net income (loss)	3,287,155	(11,615,669)	7,172,521	(11,935,452)
Common Class A [Member]
Other income (expense)
Net income (loss)	$ 2,629,724	$ (9,292,535)	$ 5,738,017	$ (8,560,232)
Weighted average shares outstanding, Basic	31,116,305	31,116,305	31,116,305	18,823,444
Weighted average shares outstanding, Diluted	31,116,305	31,116,305	31,116,305	18,823,444
Basic net income (loss) per ordinary share	$ 0.08	$ (0.3)	$ 0.18	$ (0.45)
Diluted net income (loss) per ordinary share	$ 0.08	$ (0.3)	$ 0.18	$ (0.45)
Common Class B [Member]
Other income (expense)
Net income (loss)	$ 657,431	$ (2,323,134)	$ 1,434,504	$ (3,375,220)
Weighted average shares outstanding, Basic	7,779,076	7,779,076	7,779,076	7,421,910
Weighted average shares outstanding, Diluted	7,779,076	7,779,076	7,779,076	7,421,910
Basic net income (loss) per ordinary share	$ 0.08	$ (0.3)	$ 0.18	$ (0.45)
Diluted net income (loss) per ordinary share	$ 0.08	$ (0.3)	$ 0.18	$ (0.45)

Condensed Statements of Changes in Shareholders' Deficit - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Ordinary Shares [Member] Common Class A [Member]	Ordinary Shares [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jan. 12, 2021	$ 0			$ 0	$ 0	$ 0	$ 0
Beginning Balance (Shares) at Jan. 12, 2021				0	0
Issuance of Class B ordinary shares to Sponsor	25,000			$ 0	$ 791	24,209
Issuance of Class B ordinary shares to Sponsor (Shares)				0	7,906,250
Accretion on Class A ordinary shares subject to possible redemption	(23,086,620)					(199,953)	(22,886,667)
Sale of units in initial public offering, less fair value of public warrants	175,731					175,731
Forfeiture of Class B ordinary shares from Sponsor				$ 0	$ (13)	13
Forfeiture of Class B ordinary shares from Sponsor (Shares)				0	(127,174)
Net income (loss)	(319,783)						(319,783)
Ending Balance at Mar. 31, 2021	(23,205,672)			$ 0	$ 778	0	(23,206,450)
Ending Balance (Shares) at Mar. 31, 2021				0	7,779,076
Beginning Balance at Jan. 12, 2021	0			$ 0	$ 0	0	0
Beginning Balance (Shares) at Jan. 12, 2021				0	0
Gain on settlement of underwriting fees	0
Remeasurement of Class A common stock subject to possible redemption amount	0
Net income (loss)	(11,935,452)	$ (8,560,232)	$ (3,375,220)
Ending Balance at Jun. 30, 2021	(34,821,341)			$ 0	$ 778	0	(34,822,119)
Ending Balance (Shares) at Jun. 30, 2021				0	7,779,076
Beginning Balance at Jan. 12, 2021	0			$ 0	$ 0	0	0
Beginning Balance (Shares) at Jan. 12, 2021				0	0
Accretion on Class A ordinary shares subject to possible redemption		(23,086,620)
Ending Balance at Dec. 31, 2021	(39,080,551)			$ 0	$ 778	0	(39,081,329)
Ending Balance (Shares) at Dec. 31, 2021				0	7,779,076
Beginning Balance at Mar. 31, 2021	(23,205,672)			$ 0	$ 778	0	(23,206,450)
Beginning Balance (Shares) at Mar. 31, 2021				0	7,779,076
Net income (loss)	(11,615,669)	(9,292,535)	(2,323,134)				(11,615,669)
Ending Balance at Jun. 30, 2021	(34,821,341)			$ 0	$ 778	0	(34,822,119)
Ending Balance (Shares) at Jun. 30, 2021				0	7,779,076
Beginning Balance at Dec. 31, 2021	(39,080,551)			$ 0	$ 778	0	(39,081,329)
Beginning Balance (Shares) at Dec. 31, 2021				0	7,779,076
Net income (loss)	3,885,366						3,885,366
Ending Balance at Mar. 31, 2022	(35,195,185)			$ 0	$ 778	0	(35,195,963)
Ending Balance (Shares) at Mar. 31, 2022				0	7,779,076
Beginning Balance at Dec. 31, 2021	(39,080,551)			$ 0	$ 778	0	(39,081,329)
Beginning Balance (Shares) at Dec. 31, 2021				0	7,779,076
Gain on settlement of underwriting fees	10,610,817						10,600,000
Remeasurement of Class A common stock subject to possible redemption amount	$ 352,842
Issuance of Class B ordinary shares to Sponsor (Shares)	25,000
Accretion on Class A ordinary shares subject to possible redemption		(352,842)
Net income (loss)	$ 7,172,521	5,738,017	1,434,504
Ending Balance at Jun. 30, 2022	(21,650,055)			$ 0	$ 778	0	(21,650,833)
Ending Balance (Shares) at Jun. 30, 2022				0	7,779,076
Beginning Balance at Mar. 31, 2022	(35,195,185)			$ 0	$ 778	0	(35,195,963)
Beginning Balance (Shares) at Mar. 31, 2022				0	7,779,076
Gain on settlement of underwriting fees	10,610,817						10,610,817
Remeasurement of Class A common stock subject to possible redemption amount	(352,842)						(352,842)
Net income (loss)	3,287,155	$ 2,629,724	$ 657,431				3,287,155
Ending Balance at Jun. 30, 2022	$ (21,650,055)			$ 0	$ 778	$ 0	$ (21,650,833)
Ending Balance (Shares) at Jun. 30, 2022				0	7,779,076

Condensed Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 3,287,155	$ 7,172,521	$ (11,935,452)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		0	25,000
General and administrative expenses paid by related party under promissory note		0	26,800
Change in fair value of derivative warrant liabilities	(4,325,040)	(9,576,860)	10,954,400
Financing costs - warrant liabilities	0	0	462,620
Net gain on investments held in Trust Account	(415,868)	(440,421)	(4,457)
Gain on settlement of deferred underwriting fees	(279,890)	(279,890)	0
Changes in operating assets and liabilities:
Prepaid expenses		315,249	(1,225,548)
Accounts payable		49,767	0
Accrued expenses		(64,595)	105,056
Accrued expenses - related party		5,085	0
Deferred legal fees		2,226,745	0
Net cash used in operating activities		(592,399)	(1,591,581)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		0	(311,163,050)
Net cash used in investing activities		0	(311,163,050)
Cash Flows from Financing Activities:
Proceeds from note payable to related party		0	100
Repayment of note payable to related party		0	(171,742)
Proceeds received from initial public offering		0	311,163,050
Proceeds received from private placement		0	9,223,261
Offering costs paid		0	(6,295,461)
Net cash provided by financing activities		0	313,919,208
Net (decrease) increase in cash		(592,399)	1,164,577
Cash - beginning of the period		811,526	0
Cash - end of the period	219,127	219,127	1,164,577
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A common stock subject to possible redemption amount	(352,842)	352,842	0
Offering costs included in accounts payable		0	200,000
Offering costs included in accrued expenses		0	70,000
Offering costs paid by related party under promissory note		0	144,842
Deferred underwriting commissions		0	10,890,707
Gain on settlement of underwriting fees	$ 10,610,817	10,610,817	0
Forfeiture of Class B ordinary shares from Sponsor		$ 0	$ 13

Description of Organization, Business Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1-Description of Organization, Business Operations and Basis of Presentation OPAL Fuels Inc. (formerly known as ArcLight Clean Transition Corp. II) (the “Company”) was incorporated as a Cayman Islands exempted company on January 13, 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. Business Combination On December 2, 2021, the Company, OPAL HoldCo LLC, a Delaware limited liability company (“OPAL HoldCo”), and OPAL Fuels LLC, a Delaware limited liability company (“OPAL Fuels”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). On July 21, 2022, we closed the Business Combination Agreement and consummated the transactions contemplated thereby (the “Business Combination”). The Business Combination Agreement and the Business Combination were unanimously approved by the boards of directors of the Company and OPAL Fuels, and also approved by OPAL Holdco, the sole member of OPAL Fuels. The Business Combination Agreement provides for, among other things, the following trans actions: (i) each outstanding Class B ordinary share, par value $0.0001 per share, of the Company will convert into one Class A ordinary share, par value $0.0001 per share, of the Company; (ii) the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “OPAL Fuels Inc.” (“New OPAL”), (B) each outstanding Class A ordinary share of the Company will become one share of Class A common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class A Common Stock”), (C) each outstanding warrant to purchase one Class A ordinary share of the Company will become a warrant to purchase one share of New OPAL Class A common stock and (D) New OPAL will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication; and (iii) (A) OPAL Fuels will cause its existing limited liability company agreement to be amended and restated, (B) OPAL Fuels will cause all of its limited liability company interests existing immediately prior to the closing of the Business Combination (the “Closing”) to be re-classified into a number of common units (collectively, the “OPAL Units”) based on a pre-transaction equity value for OPAL equal to $1,501,870,000, less all principal and accrued interest outstanding immediately after the Closing pursuant to that certain convertible promissory note, dated as of May 1, 2021 (as amended, including that certain First Amendment to Convertible Note, dated November 29, 2021, the “Ares Note”), held by ARCC Beacon LLC, a Delaware limited liability company (“Ares”), (C) the Company will contribute the (x) the amount of cash in the trust account (the “Trust Account”) established by the Company with the proceeds from its initial public offering as of immediately prior to the Closing (and before, for the avoidance of doubt, giving effect to the exercise of redemption rights by any of the Company’s shareholders (the “Public Share Redemptions”)), minus (y) the aggregate amount of cash required to fund the ACT Share Redemptions and any other obligations to be funded from the Trust Account, plus (z) the aggregate cash proceeds actually received in respect of the PIPE Investment (as defined below) and (E) New OPAL will issue to OPAL Fuels, and OPAL Fuels will in turn distribute to OPAL HoldCo and Hillman RNG Investments, LLC (“Hillman”) a number of shares of Class D common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class D Common Stock”), and distribute to Ares (together with OPAL HoldCo and Hillman, collectively, the “OPAL Equityholders”) shares of Class B common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class B Common Stock”) (neither of which will have any economic value but will entitle the holder thereof to five votes per share or one vote per share, respectively), equal to the number of OPAL Units held by each of the OPAL Equityholders. In addition, if New OPAL’s annual EBITDA for the calendar year 2023 exceeds $238,000,000 (t he “First Earnout Triggering Event”), New OPAL will issue to OPAL HoldCo, Ares and Hillman (collectively, the “Earnout Participants”) an aggregate of 5,000,000 sh ares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Units (collectively, the “First Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement. Additionally, if New OPAL’s annual EBITDA for the calendar year 2024 exce eds $446,000,000 ( the “Second Earnout Triggering Event”), New OPAL will issue to the Earnout Participants an aggregate o f 5,000,000 additional shares of New OPAL Class B Common Stock and New OPAL Class D Common Stock and corresponding OPAL Units (collectively, the “Second Earnout Tranche”) in accordance with the allocations set forth in the Business Combination Agreement. In the event that the First Earnout Triggering Event does not occur but the Second Earnout Triggering Event does occur, New OPAL will be obligated to issue both the First Earnout Tranche and the Second Earnout Tranche upon the occurrence of the Second Earnout Triggering Event. PIPE Financing (Private Placement) Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including, among others, an affiliate of the Company, as well as additional third-party investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, immediately prior to the Closing, an aggregate of 12,500,000 shares of the Company’s common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $125,000,000 (the “PIPE Investment”). Effective as of May 11, 2022, the Company and PIPE Investors representing $110,806,000 of the original PIPE Investment entered into amendments with respect to such PIPE Investors’ Subscription Agreements (the “Amended Subscription Agreements”), whereby the termination rights described in the Subscription Agreements were amended to extend the term of each Amended Subscription Agreement by 60 days to July 29, 2022. The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Investment certain customary registration rights. Investor Rights Agreement The Business Combination Agreement contemplates that, at the Closing, OPAL Fuels, Ares, Hillman and the Class B Shareholders (collectively the “New OPAL Holders”) will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Company and the Company’s Sponsor will agree to terminate the Registration and Shareholder Rights Agreement, dated as of March 25, 2021, entered into by them in connection with the Company’s initial public offering, (ii) New OPAL will provide the New OPAL Holders certain registration rights with respect to certain shares of New OPAL Class A common stock held by them or otherwise issuable to them pursuant to the Business Combination Agreement, Second A&R LLC Agreement or the certificate of incorporation of New OPAL and (iii) the New OPAL Holders will agree not to transfer, sell, assign or otherwise dispose of their shares of New OPAL Class A common stock for up to 180 days following the Closing, subject to certain exceptions. Prior to Business Combination All activity for the period from January 13, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $311.2 million (see Note 3), and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions (see Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company was required to provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The Company sought shareholder approval of a Business Combination in connection with the Business Combination. The Public Shareholders were entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share amount distributed to Public Shareholders who redeemed their Public Shares was not reduced by the deferred underwriting commissions the Company paid to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity upon and following the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Liquidity and Capital Resources As of June 30, 2022, the Company had approximately $219,000 in its operating bank account and working capital of approximately $662,000. The Company’s liquidity needs up to June 30, 2022 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $172,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On May 16, 2022, the Company entered into a non-interest bearing promissory note with the Sponsor for $1,000,000. To date, there were no amounts outstanding under any Working Capital Loans. On July 21, 2022, we used substantially all of the funds held in the Trust Account to complete the Business Combination. Funds held in the Trust Account were also used to fund the redemption of publicly held Class A ordinary shares of ArcLight. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note

2-Summary

of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation

S-X.

Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form

10-K

filed by the Company with the SEC on March 9, 2022.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 statement. 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. There were no cash equivalents as of June 30, 2022 and December 31, 2021.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

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 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 warrant liabilities

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 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, is

re-assessed

at the end of each reporting period.

The warrants issued in the Initial Public Offering and the underwriters’ exercise of their overallotment option (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In May, 2022, the Company reversed the deferred underwriting fees as the underwriters resigned from their role in the Business Combination and thereby waived their entitlement of the deferred underwriting commissions (Note 6).

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs 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 associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the statements of operations. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 31,116,305 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Immediately upon the closing of the Initial Public Offering, the Company recognized the

re-measurement

from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional

paid-in

capital (to the extent available), accumulated deficit, and Class A ordinary shares.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), 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.

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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company has two classes of shares, 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 computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the Public Warrants and the Private Placement to purchase an aggregate of 15,446,522, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2022, the three months ended June 30, 2021 and for the period January 13, 2021 (inception) through June 30, 2021.

Re-measurement

associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the three months ended June 30, 2022				For the six months ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	2,629,724	$	657,431	$	5,738,017	$	1,434,504
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305		7,779,076		31,116,305		7,779,076

Basic and diluted net income per ordinary share	$	0.08	$	0.08	$	0.18	$	0.18


	For the three months ended June 30, 2021						For the period January 13, 2021 (inception) through June 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) per ordinary share:
Numerator:
Allocation of net loss	$	(9,292,535	)	$	(2,323,134	)	$	(8,560,232	)	$	(3,375,220	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305			7,779,076			18,823,444			7,421,910

Basic and diluted net loss per ordinary share	$	(0.30	)	$	(0.30	)	$	(0.45	)	$	(0.45	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3-Initial Public Offering On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $311.2 million, and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions. In May, 2022, the Company reversed the $10.9 million of deferred underwriting fees as the underwriters resigned from their role in the Business Combination and thereby waived their entitlement of the deferred underwriting commissions (Note 6). Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4-Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5-Related Party Transactions Founder Shares On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris, Ja-Chin Audrey Lee, Brian Goncher and Steven Berkenfeld, the Company’s independent directors. On March 22, 2021, the Company effected a share capitalization resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result, an aggregate of 127,174 Founder Shares were forfeited by the Sponsor upon the expiration of the over-allotment option. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. During the period from January 13, 2021 (inception) through March 31, 2021, the Company borrowed approximately $172,000 under the Note and fully repaid the Note on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. On May 16, 2022, the Company entered into a non-interest bearing $1,000,000 promissory note with the Sponsor. The promissory note is payable by the Company on the earlier of (i) September 25, 2023 and (ii) the date the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Administrative Services Agreement On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred $30,000 and $30,000 in expenses in connection with such services for the three months ended June 30, 2022 and 2021, respectively, as reflected in the accompanying unaudited condensed statements of operations. The Company incurred $60,000 and $40,000 in expenses in connection with such services for the six months ended June 30, 2022 and for the period from January 13, 2021 (inception) through June 30, 2021, respectively, as reflected in the accompanying unaudited condensed statements of operations. The company ceased paying these quarterly fees and periodic cost reimbursements following the consummation of the Business Combination. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6-Commitments and Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants, and 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) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Legal Proceedings On February 14, 2022 and March 7, 2022, respectively, the Company received demand letters from two purported shareholders of the Company claiming certain alleged material omissions in the registration statement on Form S-4, initially filed with the SEC on February 8, 2022, surrounding its planned transaction with OPAL Fuels. Additional demand letters or complaints may follow in the future. The Company specifically denies all allegations in the demand letters that any additional disclosure is required and believes these purported shareholders’ claims are without merit. Underwriting Agreement The Company grant the underwriters a 45-day option from the date of this prospectus to purchase up to 4,125,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units. The remaining unexercised over-allotment option expired at the conclusion of the 45-day option period. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Effective as of May 14, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting commissions in the amount of approximately $ 10.9 million, which the Company has recorded as a gain on settlement of underwriter fees on the statement of shareholders’ equity for the three and six months ended June 30, 2022 for $10.6 million, which represents the original amount recorded to accumulated deficit, and the remaining balance representing the original amount recorded to the statement of operations of approximately $280,000 was recorded for the three and six months ended June 30, 2022, which represents the original amount. Deferred Legal Fees The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer the payment of their fees until the closing of the initial Business Combination. As of June 30, 2022 and December 31, 2021, the Company recorded an aggregate of approximately $6.2 million and $4.0 million, respectively, in connection with such arrangement as deferred legal fees in the accompanying condensed balance sheets.

Class A Ordinary Shares Subject to Possible Redemption

6 Months Ended

Jun. 30, 2022

Shares Subject To Mandatory Redemption [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note 7 - Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 31,116,305 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption.

As of June 30, 2022, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross Proceeds	$	311,163,050
Less:
Offering costs allocated to Class A shares subject to possible redemption		(17,138,390	)
Proceeds allocated to Public Warrants at issuance		(5,948,230	)
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount		23,086,620
Class A ordinary shares subject to possible redemption at December 31, 2021		311,163,050
Remeasurement of Class A common stock subject to possible redemption amount		352,842

Class A ordinary shares subject to possible redemption at June 30, 2022	$	311,515,892

Shareholders' Deficit	6 Months Ended
Shareholders' Deficit	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 8-Shareholders’ Deficit Class A Ordinary Shares -The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 31,116,305 Class A ordinary shares issued and outstanding. All Class A ordinary shares subject to possible redemption have been classified as temporary equity (see Note 7). Class B Ordinary Shares -The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On January 20, 2021, the Company issued 7,187,500 Class B ordinary shares. On March 22, 2021, the Company effected a share capitalization resulting in an aggregate of 7,906,250 Class B ordinary shares issued and outstanding. Of the 7,906,250 Class B ordinary shares outstanding, up to 1,031,250 Class B ordinary shares were subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result, an aggregate of 127,174 Founder Shares were forfeited by the Sponsor upon the expiration of the over-allotment option. As of June 30, 2022 and December 31, 2021, there were 7,779,076 Class B ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, 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 shareholders except as required by law. 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 if the Company does not 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-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, 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, its affiliates or any member of the 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. Preference Shares -The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were no preference shares iss ued or outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Derivative Warrant Liabilities

6 Months Ended

Jun. 30, 2022

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities

Note

9-Derivative

Warrant Liabilities

As of June 30, 2022 and December 31, 2021, the Company had an aggregate of 15,446,522 warrants outstanding, comprised of 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. 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. Notwithstanding the above, 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 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, and the $18.00 per share redemption trigger price described under “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 under 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders 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.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

•

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note

10-Fair

Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

June 30, 2022:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,615,892	$	—	$	—
Liabilities:
Derivative warrant liabilities-public	$	6,534,420	$	—	$	—
Derivative warrant liabilities-private	$	—	$	—	$	9,684,420

December 31, 2021:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,175,471	$	—	$	—
Liabilities:
Derivative warrant liabilities-public	$	10,392,850	$	—	$	—
Derivative warrant liabilities-private	$	—	$	—	$	15,402,850

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on April 1, 2021 because the Public Warrants were separately listed and traded in an active market. There were no transfers between levels for the six months ended June 30, 2022 or for the period from January 13, 2021 (inception) through June 30, 2021.

Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been subsequently measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) to the unaudited condensed statements of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.3 million and ($11.2 million), respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2022 and for the period from January 13, 2021 (inception) through June 30, 2021, the Company recognized a gain/(loss) to the unaudited condensed statements of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $9.6 million and ($11.0 million), respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility

of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	June 30, 2022			December 31, 2021
Share price	$	9.95		$	9.98
Volatility		11.8	%		21.8	%
Expected life of the options to convert		5.05			5.50
Risk-free rate		3.0	%		1.3	%
Dividend yield		—			—

The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through June 30, 2022 is summarized as follows:


	Public Warrants			Private Warrants		Total
Derivative warrant liabilities at January 13, 2021 (inception)	$	—		$	—	$	—
Issuance of Public and Private Warrants		5,948,230			9,047,530		14,995,760
Transfer to Level 1		(10,455,080	)		—		(10,455,080	)
Change in fair value of derivative warrant liabilities		4,506,850			6,355,320		10,862,170

Derivative warrant liabilities at December 31, 2021	$	—		$	15,402,850	$	15,402,850


	Public Warrants		Private Warrants			Total
Derivative warrant liabilities at December 31, 2021	$	—	$	15,402,850		$	15,402,850
Change in fair value of derivative warrant liabilities		—		(3,135,910	)		(3,135,910	)

Derivative warrant liabilities at March 31, 2022		—		12,266,940			12,266,940
Change in fair value of derivative warrant liabilities		—		(2,582,520	)		(2,582,520	)

Derivative warrant liabilities at June 30, 2022	$	—	$	6,534,420		$	6,534,420

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11-Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued. Except as discussed below, there are no such events requiring potential adjustment to or disclosure in the unaudited condensed financial statements and the Company has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. Business Combination On July 21, 2022, subsequent to the fiscal quarter ended June 30, 2022, consummated the previously announced Business Combination with OPAL HoldCo, and OPAL Fuels, pursuant to the Business Combination Agreement. Holders of 27,364,124 Class A ordinary shares sold in ArcLight’s initial public offering (the “public shares”) properly exercised their right to have their public shares redeemed for a full pro rata portion of the trust account holding the proceeds from ArcLight’s initial public offering, calculated as of two business days prior to the Closing, which was approximately $10.00 per share, or $274,186,522 in the aggregate. Cash proceeds of the Business Combination were funded through a combination of Company cash held in trust, net of redemptions, and $110,806,000 in aggregate gross proceeds to New OPAL from the PIPE Investment. Credit Agreement On August 4, 2022, OPAL Fuels Intermediate Holdco 2 LLC (“OPAL Intermediate Holdco 2”), a wholly-owned subsidiary the Company, entered into a new senior secured credit facility (the “Credit Agreement”) with OPAL Intermediate Holdco 2 as the Borrower, direct and indirect subsidiary of the Borrower as Guarantors, the lenders party thereto (the “Lenders”), Bank of Montreal as the administration agent, and Wilmington Trust as collateral and depositary agent. The Credit Agreement provides for an approximately two year delayed term loan facility (the “DDTL Facility”) of up to a maximum aggregate principal amount of $100.0 million and Debt Service Reserve facility (the “DSR Facility”) of up to a maximum aggregate principal amount of $5.0 million. The proceeds of the DDTL Facility are to be used to fund a portion of the construction of the RNG projects owned, either in full or through a joint venture with a third party, by the subsidiary Guarantors and the proceeds of DSR Facility are to be used solely to satisfy the balance to be maintained in the debt service reserve account. The outstanding borrowings under the Credit Agreement bear interest at the benchmark rate of adjusted Term SOFR plus (i) for the period from closing to the earlier of the date of conversion of the construction loan to a term loan (the “Conversion Date”) or September 30, 2024, a spread of 3.5%, and (ii) thereafter a spread of 3.75%. Accrued interest on amounts outstanding under the DDTL Facility must be paid on the last day of each applicable interest period. The outstanding principal amount of the DDTL Facility is subject to quarterly amortization payments commencing September 30, 2024 equal to 2.5% of the aggregate principal amount of the outstanding term loan balance as of the Conversion Date, subject to adjustment based on certain mandatory prepayments, with the balance due at maturity. The DSR Facility is due at maturity. The Credit Agreement matures on August 4, 2027. Forward Purchase Agreement On July 18, 2022, the Company entered into a forward share purchase agreement (the “Purchase Agreement”) with Meteora Capital Partners and its affiliates (collectively, “Meteora”) pursuant to which, provided that so long as Meteora will have acquired from redeeming shareholders of the Company at least 1,900,000 ArcLight Class A ordinary shares as of the closing of the Company’s Business Combination with OPAL Fuels, and has not redeemed any of such the Company’s Class A ordinary shares, in connection with the Business Combination, then Meteora may elect to sell and transfer to the combined company following the Business Combination (the “Combined Company”), and the Combined Company will purchase from Meteora, on the six month anniversary of the closing of the Business Combination, up to 2,000,000 shares of Class A common stock of the Combined Company (the “Share Repurchase”) held by Meteora at the time of closing of the Business Combination (the “Meteora Shares”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Purchase Agreement. The price at which Meteora has the right to sell the Meteora Shares to the Combined Company is $10.02 per share. Meteora will notify the Combined Company in writing not less than five (5) business days prior to the closing date of the Share Repurchase (the “Put Date”), specifying the number of Meteora Shares that the Combined Company will be required to purchase. Pursuant to the Purchase Agreement, Meteora is also permitted at its election to sell any or all of the Meteora Shares in the open market commencing after the closing of the Business Combination, so long as the sale price exceeds $10.02 per share prior to the payment of any commissions due by Meteora for such sale. Pursuant to an escrow agreement (the “Escrow Agreement”), to be entered into by and among Continental Stock Transfer and Trust Co. (“Continental”) and Meteora, to secure its purchase obligation to Meteora, at the closing of the Business Combination, the Company will place into escrow with Continental an aggregate amount of up to $20,040,000 (the “Escrow Amount”). If and when Meteora sells the Meteora Shares to any third party, an amount equal to the Combined Company’s purchase price obligation for that portion of such Meteora Shares, which Meteora sells in the open market, will be released from escrow to the Combined Company. In exchange for the Company’s commitment to purchase the Meteora Shares on the Put Date, Meteora agrees to continue to hold, and not to redeem, the Meteora Shares prior to the closing date of the Business Combination. In consideration for Meteora’s entry into the Purchase Agreement and the transactions and covenants therein, the Company shall, at its option, (i) issue to Meteora 112,500 shares of Class A common stock of the Combined Company or (ii) pay to Meteora a cash payment in the amount of $600,000 upon consummation of the Business Combination.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

S-X.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form

10-K

filed by the Company with the SEC on March 9, 2022.

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Derivative warrant liabilities

re-assessed

at the end of each reporting period.

non-current

Offering Costs Associated with the Initial Public Offering

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Immediately upon the closing of the Initial Public Offering, the Company recognized the

re-measurement

paid-in

capital (to the extent available), accumulated deficit, and Class A ordinary shares.

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company

Net Income (Loss) Per Ordinary Share

Re-measurement

associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the three months ended June 30, 2022				For the six months ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	2,629,724	$	657,431	$	5,738,017	$	1,434,504
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305		7,779,076		31,116,305		7,779,076

Basic and diluted net income per ordinary share	$	0.08	$	0.08	$	0.18	$	0.18


	For the three months ended June 30, 2021						For the period January 13, 2021 (inception) through June 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) per ordinary share:
Numerator:
Allocation of net loss	$	(9,292,535	)	$	(2,323,134	)	$	(8,560,232	)	$	(3,375,220	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305			7,779,076			18,823,444			7,421,910

Basic and diluted net loss per ordinary share	$	(0.30	)	$	(0.30	)	$	(0.45	)	$	(0.45	)

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (as Restated) (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of basic and diluted loss per common share


	For the three months ended June 30, 2022				For the six months ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	2,629,724	$	657,431	$	5,738,017	$	1,434,504
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305		7,779,076		31,116,305		7,779,076

Basic and diluted net income per ordinary share	$	0.08	$	0.08	$	0.18	$	0.18


	For the three months ended June 30, 2021						For the period January 13, 2021 (inception) through June 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) per ordinary share:
Numerator:
Allocation of net loss	$	(9,292,535	)	$	(2,323,134	)	$	(8,560,232	)	$	(3,375,220	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,116,305			7,779,076			18,823,444			7,421,910

Basic and diluted net loss per ordinary share	$	(0.30	)	$	(0.30	)	$	(0.45	)	$	(0.45	)

Class A Ordinary Shares Subject to Possible Redemption (Tables)

6 Months Ended

Jun. 30, 2022

Shares Subject To Mandatory Redemption [Abstract]

Summary of class A ordinary shares subject to possible redemption

As of June 30, 2022, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross Proceeds	$	311,163,050
Less:
Offering costs allocated to Class A shares subject to possible redemption		(17,138,390	)
Proceeds allocated to Public Warrants at issuance		(5,948,230	)
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount		23,086,620
Class A ordinary shares subject to possible redemption at December 31, 2021		311,163,050
Remeasurement of Class A common stock subject to possible redemption amount		352,842

Class A ordinary shares subject to possible redemption at June 30, 2022	$	311,515,892

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Summary of assets that are measured at fair value on a recurring basis

June 30, 2022:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,615,892	$	—	$	—
Liabilities:
Derivative warrant liabilities-public	$	6,534,420	$	—	$	—
Derivative warrant liabilities-private	$	—	$	—	$	9,684,420

December 31, 2021:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,175,471	$	—	$	—
Liabilities:
Derivative warrant liabilities-public	$	10,392,850	$	—	$	—
Derivative warrant liabilities-private	$	—	$	—	$	15,402,850

Summary of fair value measurement inputs and valuation techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	June 30, 2022			December 31, 2021
Share price	$	9.95		$	9.98
Volatility		11.8	%		21.8	%
Expected life of the options to convert		5.05			5.50
Risk-free rate		3.0	%		1.3	%
Dividend yield		—			—

Summary of fair value of the derivative warrant liabilities

The change in the fair value of the Level 3 derivative warrant liabilities for the period from January 13, 2021 (inception) through June 30, 2022 is summarized as follows:


	Public Warrants			Private Warrants		Total
Derivative warrant liabilities at January 13, 2021 (inception)	$	—		$	—	$	—
Issuance of Public and Private Warrants		5,948,230			9,047,530		14,995,760
Transfer to Level 1		(10,455,080	)		—		(10,455,080	)
Change in fair value of derivative warrant liabilities		4,506,850			6,355,320		10,862,170

Derivative warrant liabilities at December 31, 2021	$	—		$	15,402,850	$	15,402,850


	Public Warrants		Private Warrants			Total
Derivative warrant liabilities at December 31, 2021	$	—	$	15,402,850		$	15,402,850
Change in fair value of derivative warrant liabilities		—		(3,135,910	)		(3,135,910	)

Derivative warrant liabilities at March 31, 2022		—		12,266,940			12,266,940
Change in fair value of derivative warrant liabilities		—		(2,582,520	)		(2,582,520	)

Derivative warrant liabilities at June 30, 2022	$	—	$	6,534,420		$	6,534,420

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)					6 Months Ended		12 Months Ended
	May 16, 2022	May 11, 2022	Mar. 25, 2021	Jan. 20, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2024	Dec. 31, 2023	Mar. 22, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds received from initial public offering					$ 0	$ 311,163,050
Deferred underwriting commissions					0	10,890,707
Cash and cash equivalents held in trust account					311,200,000
Cash at bank					219,127		$ 811,526
Net working capital					$ 662,000,000,000
Stock shares issued during the period for services					25,000
Proceeds from related party debt					$ 172,000
Proceeds from issuance of private placement					0	$ 9,223,261
Business acquisition, preacquisition contingency, amount of settlement					$ 1,501,870,000
Promissory Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt Instrument, Face Amount	$ 1,000,000
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common Stock, Shares, Outstanding										7,906,250
Sponsor [Member] \| Promissory Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt Instrument, Face Amount	$ 1,000,000
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares, Issued					12,500,000
Shares Issued, Price Per Share					$ 10
Proceeds from Issuance of Common Stock					$ 125,000,000
Private Placement Warrants [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrant or right issued during period shares					9,223,261
Class of warrant or right share price					$ 1
Proceeds from issuance of private placement					$ 9,200,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share					$ 0.0001		$ 0.0001
Conversion of stock, new issuance					one
Common stock, conversion basis					(i) each outstanding Class B ordinary share, par value $0.0001 per share, of the Company will convert into one Class A ordinary share, par value $0.0001 per share, of the Company;
Proceeds from Issuance of Common Stock							$ 311,163,050
Common Class B [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share					$ 0.0001		$ 0.0001
Common Stock, Shares, Outstanding					7,779,076		7,779,076
Common Class B [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period for services				7,187,500
New Opal ClassA Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share					$ 0.0001
Conversion of stock, new issuance					one
Common stock, conversion basis					(ii) the Company will change the jurisdiction of its incorporation by deregistering as an exempted company in the Cayman Islands and domesticating to, and continuing as a corporation incorporated under the laws of, the State of Delaware (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “OPAL Fuels Inc.” (“New OPAL”), (B) each outstanding Class A ordinary share of the Company will become one share of Class A common stock, par value $0.0001 per share, of New OPAL (the “New OPAL Class A Common Stock”), (C) each outstanding warrant to purchase one Class A ordinary share of the Company will become a warrant to purchase one share of New OPAL Class A common stock and (D) New OPAL will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication; and
New Opal Class D Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share					$ 0.0001
New Opal Class B Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share					$ 0.0001
New Opal ClassB Common Stock and New Opal ClassD Common Stock [Member] \| First Earnout Triggering Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Earnings before interest, taxes, depreciation, and amortization									$ 238,000,000
Common Stock, Shares, Outstanding									5,000,000
New Opal ClassB Common Stock and New Opal ClassD Common Stock [Member] \| Second Earnout Triggering Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Earnings before interest, taxes, depreciation, and amortization								$ 446,000,000
Common Stock, Shares, Outstanding								5,000,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues			31,116,305
Sale of stock, price per share			$ 10
Proceeds received from initial public offering			$ 311,200,000
Offering costs			17,600,000
Deferred underwriting commissions			$ 10,900,000
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues			3,616,305
PIPE Investment [Member] \| PIPE Investors Representing The Stated Investment Amount [Member] \| Amended Subscription Agreements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from Issuance of Common Stock		$ 110,806,000
Extended date of each agreement	Jul. 29, 2022
Period of extension in the term of each agreement		60 days

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Temporary equity shares outstanding	31,116,305	31,116,305
Cash insured with federal depository insurance corporation	$ 250,000
Cash equivalents, Carrying value	$ 0	$ 0
Maximum [Member]
Class of Warrant or Right [Line Items]
U.S. government securities, Maturity terms	185 days
Minimum [Member]
Class of Warrant or Right [Line Items]
U.S. government securities, Maturity terms	0 days
Common Class A [Member]
Class of Warrant or Right [Line Items]
Temporary equity shares outstanding	31,116,305	31,116,305
Warrant [Member] \| Private Placement [Member]
Class of Warrant or Right [Line Items]
Antidilutive securities excluded from the computation of earnings per share	15,446,522

Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Common Share (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Allocation of net income (loss)	$ 3,287,155	$ 3,885,366	$ (11,615,669)	$ (319,783)	$ 7,172,521	$ (11,935,452)
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ 2,629,724		$ (9,292,535)		$ 5,738,017	$ (8,560,232)
Denominator:
Basic weighted average ordinary shares outstanding	31,116,305		31,116,305		31,116,305	18,823,444
Diluted weighted average ordinary shares outstanding	31,116,305		31,116,305		31,116,305	18,823,444
Basic net Income (loss) per ordinary share	$ 0.08		$ (0.3)		$ 0.18	$ (0.45)
Diluted net Income (loss) per ordinary share	$ 0.08		$ (0.3)		$ 0.18	$ (0.45)
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ 657,431		$ (2,323,134)		$ 1,434,504	$ (3,375,220)
Denominator:
Basic weighted average ordinary shares outstanding	7,779,076		7,779,076		7,779,076	7,421,910
Diluted weighted average ordinary shares outstanding	7,779,076		7,779,076		7,779,076	7,421,910
Basic net Income (loss) per ordinary share	$ 0.08		$ (0.3)		$ 0.18	$ (0.45)
Diluted net Income (loss) per ordinary share	$ 0.08		$ (0.3)		$ 0.18	$ (0.45)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Initial Public Offering - Additional Information (Detail) - USD ($)		6 Months Ended
	Mar. 25, 2021	Jun. 30, 2022	Jun. 30, 2021	May 31, 2022
Initial Public Offering [Line Items]
Proceeds received from initial public offering		$ 0	$ 311,163,050
Deferred underwriting commissions		$ 0	$ 10,890,707
Deferred underwriting fees reversed				$ 10,900,000
Common Class A [Member] \| Public Warrants [Member]
Initial Public Offering [Line Items]
Class of warrant or rights exercise price		$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares, new issues	31,116,305
Sale of stock, price per share	$ 10
Proceeds received from initial public offering	$ 311,200,000
Offering costs	17,600,000
Deferred underwriting commissions	$ 10,900,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares, new issues	3,616,305

Private Placement - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Private Placement [Line Items]
Proceeds from issuance of private placement	$ 0	$ 9,223,261
Sponsor [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Class of warrant or right issued during period shares	9,223,261
Class of warrant or right share price	$ 1
Proceeds from issuance of private placement	$ 9,200,000
Class of warrant or rights exercise price	$ 11.5
Number of days from which warrants will not be transferable or saleable	30 days

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended			6 Months Ended
	Mar. 25, 2021	Jan. 20, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	May 16, 2022	Dec. 31, 2021	Mar. 22, 2021	Feb. 02, 2021
Stock shares issued during the period						25,000
Share price			$ 18			$ 18
Proceeds from related party debt						$ 172,000
Working capital loan outstanding			$ 0			0			$ 0
Agreed amount to repay for administrative services	$ 10,000
Administrative expenses—related party			$ 30,000	$ 30,000		$ 60,000	$ 40,000
Promissory Note [Member]
Debt Instrument, Face Amount								$ 1,000,000
Share Price More Than Or Equals To USD Twelve [Member]
Share transfer, trigger price per share			$ 12			$ 12
Number of consecutive trading days for determining share price						20 days
Number of trading days for determining share price						30 days
Threshold number of trading days for determining share price from date of business combination						150 days
Related Party Loan [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 300,000
Proceeds from related party debt					$ 172,000
Working Capital Loan [Member]
Share price		$ 1
Convertible debt		$ 1,500,000
Debt conversion, converted instrument, shares issued		1,500,000
Over-Allotment Option [Member]
Stock issued during period, shares, new issues	3,616,305
Threshold option period for expiration of remaining overallotment option	45 days
Common Class B [Member]
Common stock, shares, issued			7,779,076			7,779,076			7,779,076
Common stock, shares, outstanding			7,779,076			7,779,076			7,779,076
Common Class B [Member] \| Over-Allotment Option [Member]
Number of common stock shares subject to forfeiture										1,031,250
Sponsor [Member]
Shares transferred to related party											35,000
Common stock, shares, issued										7,906,250
Common stock, shares, outstanding										7,906,250
Number of common stock shares subject to forfeiture										1,031,250
Percent of founder shares to company's issued and outstanding shares										20.00%
Sponsor [Member] \| Promissory Note [Member]
Debt Instrument, Face Amount								$ 1,000,000
Debt Instrument, Maturity Date, Description						earlier of (i) September 25, 2023 and (ii) the date the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
Sponsor [Member] \| Over-Allotment Option [Member]
Forfeiture of Class B ordinary shares from Sponsor	127,174					127,174
Sponsor [Member] \| Common Class B [Member]
Related party transaction amounts of transaction		$ 25,000
Stock shares issued during the period		7,187,500

Commitments & Contingencies - Additional Information (Detail)			3 Months Ended		6 Months Ended
	May 14, 2022 USD ($)	Mar. 25, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Deferred underwriting commissions					$ 0	$ 10,890,707
Deferred Legal Fees			$ 6,193,192		$ 6,193,192		$ 3,966,447
Number of purported shareholders from whom the company received demand letters					2
Gain on settlement of underwriting fees	$ 10,900,000		279,890	$ 0	$ 279,890	0
Gain on settlement of underwriting fees			10,610,817		10,610,817	$ 0
Retained Earnings [Member]
Gain on settlement of underwriting fees			280,000		280,000
Gain on settlement of underwriting fees			10,610,817		10,600,000
IPO [Member]
Stock Issued During Period, Shares, New Issues \| shares		31,116,305
Underwriting discount per unit \| $ / shares		$ 0.2
Payments for underwriting expense		$ 6,200,000
Deferred underwriting discount per unit \| $ / shares		$ 0.35
Deferred underwriting commissions		$ 10,900,000
Deferred Legal Fees			$ 6,200,000		$ 6,200,000		$ 4,000,000
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues \| shares		3,616,305
Threshold option period for expiration of remaining overallotment option		45 days
Underwriting Agreement [Member] \| IPO [Member]
Option grant to underwriters to purchase additional units					45 days
Stock Issued During Period, Shares, New Issues \| shares					4,125,000

Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Re-measurement on Class A ordinary shares subject to possible redemption amount	$ 23,086,620
Class A ordinary shares subject to possible redemption		$ 311,515,892	$ 311,163,050
Common Class A [Member]
Gross Proceeds			311,163,050
Offering costs allocated to Class A shares subject to possible redemption			(17,138,390)
Proceeds allocated to Public Warrants at issuance			(5,948,230)
Re-measurement on Class A ordinary shares subject to possible redemption amount		352,842	23,086,620
Class A ordinary shares subject to possible redemption		$ 311,515,892	$ 311,163,050

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Temporary equity shares outstanding	31,116,305	31,116,305
Common Class A [Member]
Common stock shares authorized	500,000,000	500,000,000
Common stock per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	31,116,305	31,116,305
Common Stock, Voting Rights	one vote

Shareholders' Deficit - Additional Information (Detail) - $ / shares			6 Months Ended
	Mar. 25, 2021	Mar. 22, 2021	Jun. 30, 2022	Dec. 31, 2021	Jan. 20, 2021
Common stock threshold percentage on conversion of shares			20.00%
Preferred stock, shares authorized			5,000,000	5,000,000
Preferred stock, par or stated value per share			$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Sponsor [Member]
Common stock, shares, issued		7,906,250
Common stock, shares, outstanding		7,906,250
Number of common stock shares subject to forfeiture		1,031,250
Over-Allotment Option [Member]
Stock issued during period, shares, new issues	3,616,305
Threshold option period for expiration of remaining overallotment option	45 days
Over-Allotment Option [Member] \| Sponsor [Member]
Forfeiture of Class B ordinary shares from Sponsor	127,174		127,174
Common Class A [Member]
Common stock, shares authorized			500,000,000	500,000,000
Common stock, par or stated value per share			$ 0.0001	$ 0.0001
Common stock, voting rights			one vote
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Common stock, shares, issued			31,116,305	31,116,305
Common stock, shares, outstanding			31,116,305	31,116,305
Common Class B [Member]
Common stock, shares authorized			50,000,000	50,000,000
Common stock, par or stated value per share			$ 0.0001	$ 0.0001
Common stock, shares, issued			7,779,076	7,779,076
Common stock, shares, outstanding			7,779,076	7,779,076
Sale of stock percentage of ownership after transaction		20.00%
Common Class B [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Common stock, shares, issued					7,187,500
Common Class B [Member] \| Over-Allotment Option [Member]
Number of common stock shares subject to forfeiture		1,031,250
Common Class B [Member] \| Share Capitalization [Member]
Common stock, shares, issued		7,906,250
Common stock, shares, outstanding		7,906,250

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Derivative Warrant Liabilities [Line Items]
Class of warrant or right, outstanding		15,446,522
Share price		$ 18
Class of warrants or rights redemption per share		$ 0.01
Warrant minimum days' for prior written notice of redemption		30 days
Common Class A [Member]
Derivative Warrant Liabilities [Line Items]
Weighted average price of common stock as reported during trading days to meet fair market value criteria	10 days
Number of warrants will not exercisable during redemption period price per warrant		$ 0.361
Share Price Equals Or Exceeds Eighteen USD [Member]
Derivative Warrant Liabilities [Line Items]
Number of consecutive trading days to determine call of warrant redemption		20 days
Number of trading days to determine call of warrant redemption		30 days
Share Price Equals Or Exceeds Ten USD [Member]
Derivative Warrant Liabilities [Line Items]
Share price		$ 10
Class of warrants or rights redemption per share		$ 0.1
Warrant minimum days' for prior written notice of redemption		30 days
Public Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or right, outstanding		6,223,261
Number of days from which warrants become exercisable after the completion of business combination	30 days
Number of business days after the closing of business combination made efforts for SEC registration statement	20 days
Period within which registration statement shall be effective after closure of business combination	60 days
Public Warrants [Member] \| Common Class A [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights exercise price		$ 11.5
Public Warrants [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights exercise price		$ 11.5
Warrant expiration		5 years
Share price		$ 9.2
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds		60.00%
Number of trading days		20 days
Volume weighted average price per share		$ 9.2
Public Warrants [Member] \| Trigger Price One [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Redemption trigger price as a percentage of the newly issued price		115.00%
Class of warrants or right redemption trigger price		$ 18
Public Warrants [Member] \| Trigger Price Two [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Redemption trigger price as a percentage of the newly issued price		180.00%
Class of warrants or right redemption trigger price		$ 10
Private Placement Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or right, outstanding			9,223,261

Fair Value Measurements - Summary of Assets Measured at Fair Value Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1
Assets:
Investments held in Trust Account	$ 311,615,892	$ 311,175,471
Level 1 \| Public Warrants [Member]
Liabilities:
Derivative liabilities	6,534,420	10,392,850
Level 3 \| Private Placement Warrants [Member]
Liabilities:
Derivative liabilities	$ 9,684,420	$ 15,402,850

Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Fair Value, Inputs, Level 3 [Member]	Jun. 30, 2022 yr	Dec. 31, 2021 yr
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	9.95	9.98
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.118	21.8
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	5.05	5.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.03	1.3
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0	0

Fair Value Measurements - Summary of Fair Value of the Derivative Warrant Liabilities (Detail) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfer to Level 1			$ 0	$ 0
Warrant [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	$ 12,266,940	$ 15,402,850	15,402,850	0	$ 0
Issuance of Public and Private Warrants					14,995,760
Transfer to Level 1					(10,455,080)
Change in fair value of derivative warrant liabilities	(2,582,520)	(3,135,910)			10,862,170
Ending Balance, Derivative warrant liabilities	6,534,420	12,266,940	6,534,420		15,402,850
Warrant [Member] \| Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	0	0	0	0	0
Issuance of Public and Private Warrants					5,948,230
Transfer to Level 1					(10,455,080)
Change in fair value of derivative warrant liabilities	0	0			4,506,850
Ending Balance, Derivative warrant liabilities	0	0	0		0
Warrant [Member] \| Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	12,266,940	15,402,850	15,402,850	$ 0	0
Issuance of Public and Private Warrants					9,047,530
Transfer to Level 1					0
Change in fair value of derivative warrant liabilities	(2,582,520)	(3,135,910)			6,355,320
Ending Balance, Derivative warrant liabilities	$ 6,534,420	$ 12,266,940	$ 6,534,420		$ 15,402,850

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Change in fair value of derivative warrant liabilities	$ (4,325,040)	$ 11,225,560	$ (9,576,860)	$ 10,954,400
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3			0	0
Public Warrants [Member]
Change in fair value of derivative warrant liabilities	$ 4,300,000	$ 11,200,000	$ 9,600,000	$ 11,000,000

Subsequent Events - Additional Information (Detail) - USD ($)					12 Months Ended
	Aug. 04, 2022	Jul. 21, 2022	Jul. 18, 2022	May 11, 2022	Dec. 31, 2021	Jun. 30, 2022
Subsequent Event [Line Items]
Share price						$ 18
Common Class A [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock					$ 311,163,050
PIPE Investment [Member] \| PIPE Investors Representing The Stated Investment Amount [Member] \| Amended Subscription Agreements [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock				$ 110,806,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date	Aug. 04, 2027
Subsequent Event [Member] \| Interest Rate Before Converting To Term Loan [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	3.50%
Subsequent Event [Member] \| Interest Rate After Conversion Of Term Loan [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage	3.75%
Subsequent Event [Member] \| Delayed Term Loan Facility [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 100,000,000
Debt instrument, frequency of periodic payment	equal to 2.5% of the aggregate principal amount
Subsequent Event [Member] \| Debt Service Reserve Facility [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 5,000,000
Subsequent Event [Member] \| Forward Purchase Agreement [Member] \| Meteora [Member]
Subsequent Event [Line Items]
Sale of stock, price per share			$ 10.02
Number of days for writen notification to Combined Company prior to the closing date of the Share Repurchase			5 days
Subsequent Event [Member] \| Forward Purchase Agreement [Member] \| Meteora [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Sale of stock, price per share			$ 10.02
Subsequent Event [Member] \| Forward Purchase Agreement [Member] \| Common Class A [Member] \| Meteora [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, new issues			1,900,000
Stock repurchased during period, shares			2,000,000
Payments to acquire businesses			$ 600,000
Stock issued during period, shares, acquisitions			112,500
Subsequent Event [Member] \| Escrow Agreement [Member] \| Meteora [Member]
Subsequent Event [Line Items]
Escrow deposit			$ 20,040,000
Subsequent Event [Member] \| Business Combination Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Share price		$ 10
Shares redeemed, Value		$ 274,186,522
Number of business days prior to the closing used for calculation		2 days
Subsequent Event [Member] \| ArcLight initial public offering [Member] \| Business Combination Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Shares redeemed, Shares		27,364,124