Pine Island Acquisition (PIPP) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Type	10-Q
Entity Registrant Name	Pine Island Acquisition Corp.
Document Period End Date	Jun. 30, 2022
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39707
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2640308
Entity Address State Or Province	FL
Entity Address, Address Line One	2455 E. Sunrise Blvd. Suite 1205
Entity Address, City or Town	Fort Lauderdale,
Entity Address, Postal Zip Code	33304
City Area Code	954
Local Phone Number	526-4865
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001822835
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	PIPP.U
Security Exchange Name	NYSE
Class A common stock
Title of 12(b) Security	Shares of Class A common stock, included as part of the units
Trading Symbol	PIPP
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		21,838,800
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	PIPP WS
Security Exchange Name	NYSE
Class B common stock
Entity Common Stock, Shares Outstanding		5,459,700

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 128,781	$ 16,421
Prepaid expenses	175,489	407,989
Total current assets	304,270	424,410
Investments held in Trust Account	218,514,750	218,445,931
Total Assets	218,819,020	218,870,341
Current liabilities:
Accounts payable	168,141	142,362
Accrued expenses	746,261	539,000
Franchise tax payable	98,256	140,986
Note payable	537,000	245,000
Total current liabilities	1,549,658	1,067,348
Derivative warrant liabilities	3,457,430	10,487,550
Deferred underwriting commissions	7,643,580	7,643,580
Total liabilities	12,650,668	19,198,478
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 21,838,800 shares at $10.00 per share as of June 30, 2022 and December 31, 2021	218,388,000	218,388,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(12,220,194)	(18,716,683)
Total stockholders' deficit	(12,219,648)	(18,716,137)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	218,819,020	218,870,341
Class A common stock
Stockholders' Deficit:
Common Stock	0	0
Class B common stock
Stockholders' Deficit:
Common Stock	546	$ 546
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 21,838,800 shares at $10.00 per share as of June 30, 2022 and December 31, 2021	$ 218,388,000

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Share subject to possible redemption (in shares)	21,838,800
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	21,838,800	21,838,800
Common stock, shares outstanding	21,838,800	21,838,800
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,459,700	5,459,700
Common stock, shares outstanding	5,459,700	5,459,700
Class A common stock subject to possible redemption
Share subject to possible redemption, par value	$ 0.0001	$ 0.0001
Share subject to possible redemption (in shares)	21,838,800	21,838,800
Redemption price (per share)	$ 10	$ 10
Common class A subject to non-redeemable
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
General and administrative expenses	$ 151,361	$ 596,381	$ 641,748	$ 866,178
Franchise tax expense	49,863	49,863	99,178	99,577
Loss from operations	(201,224)	(646,244)	(740,926)	(965,755)
Other income:
Change in fair value of derivative warrant liabilities	2,074,460	2,765,940	7,030,120	7,230,260
Gain on investments held in Trust Account	312,626	4,765	207,295	37,189
Net income	$ 2,185,862	$ 2,124,461	$ 6,496,489	$ 6,301,694
Class A common stock
Other income:
Weighted average shares outstanding, basic	21,838,800	21,838,800	21,838,800	21,838,800
Weighted average shares outstanding, diluted	21,838,800	21,838,800	21,838,800	21,838,800
Net income per share, basic	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Net income per share, diluted	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Class B common stock
Other income:
Weighted average shares outstanding, basic	5,459,700	5,459,700	5,459,700	5,459,700
Weighted average shares outstanding, diluted	5,459,700	5,459,700	5,459,700	5,459,700
Net income per share, basic	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Net income per share, diluted	$ 0.08	$ 0.08	$ 0.24	$ 0.23

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0	$ 546	$ 0	$ (27,771,442)	$ (27,770,896)
Balance at the beginning (in shares) at Dec. 31, 2020	0	5,459,700
Net income	$ 0	$ 0	0	4,177,234	4,177,234
Balance at the ending at Mar. 31, 2021		$ 546		(23,594,208)	(23,593,662)
Balance at the ending (in shares) at Mar. 31, 2021		5,459,700
Balance at the beginning at Dec. 31, 2020	$ 0	$ 546	0	(27,771,442)	(27,770,896)
Balance at the beginning (in shares) at Dec. 31, 2020	0	5,459,700
Net income					6,301,694
Balance at the ending at Jun. 30, 2021	$ 0	$ 546	0	(21,469,747)	(21,469,201)
Balance at the ending (in shares) at Jun. 30, 2021	0	5,459,700
Balance at the beginning at Mar. 31, 2021		$ 546		(23,594,208)	(23,593,662)
Balance at the beginning (in shares) at Mar. 31, 2021		5,459,700
Net income	$ 0	$ 0	0	2,124,461	2,124,461
Balance at the ending at Jun. 30, 2021	$ 0	$ 546	0	(21,469,747)	(21,469,201)
Balance at the ending (in shares) at Jun. 30, 2021	0	5,459,700
Balance at the beginning at Dec. 31, 2021	$ 0	$ 546	0	(18,716,683)	(18,716,137)
Balance at the beginning (in shares) at Dec. 31, 2021	0	5,459,700
Net income	$ 0	$ 0	0	4,310,627	4,310,627
Balance at the ending at Mar. 31, 2022	$ 0	$ 546	0	(14,406,056)	(14,405,510)
Balance at the ending (in shares) at Mar. 31, 2022	0	5,459,700
Balance at the beginning at Dec. 31, 2021	$ 0	$ 546	0	(18,716,683)	(18,716,137)
Balance at the beginning (in shares) at Dec. 31, 2021	0	5,459,700
Net income					6,496,489
Balance at the ending at Jun. 30, 2022	$ 0	$ 546	0	(12,220,194)	(12,219,648)
Balance at the ending (in shares) at Jun. 30, 2022	0	5,459,700
Balance at the beginning at Mar. 31, 2022	$ 0	$ 546	0	(14,406,056)	(14,405,510)
Balance at the beginning (in shares) at Mar. 31, 2022	0	5,459,700
Net income	$ 0	$ 0	0	2,185,862	2,185,862
Balance at the ending at Jun. 30, 2022	$ 0	$ 546	$ 0	$ (12,220,194)	$ (12,219,648)
Balance at the ending (in shares) at Jun. 30, 2022	0	5,459,700

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income			$ 6,496,489	$ 6,301,694
Adjustments to reconcile net income to net cash used in operating activities:
Interest withdrawn from trust to pay for tax obligations			138,476
Change in fair value of derivative warrant liabilities	$ (2,074,460)	$ (2,765,940)	(7,030,120)	(7,230,260)
Gain on investments held in Trust Account	(312,626)	(4,765)	(207,295)	(37,189)
Changes in operating assets and liabilities:
Prepaid expenses			232,500	245,196
Accounts payable			25,779	97,219
Accrued expenses			207,261	334,500
Franchise tax payable			(42,730)	(2,658)
Net cash used in operating activities			(179,640)	(291,498)
Cash Flows from Financing Activities:
Proceeds from note payable to related parties			342,000
Repayment of note payable to related party			(50,000)
Offering costs paid				(27,880)
Net cash provided for (used in) financing activities			292,000	(27,880)
Net change in cash			112,360	(319,378)
Cash - beginning of the period			16,421	403,875
Cash - end of the period	$ 128,781	$ 84,497	$ 128,781	$ 84,497

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Pine Island Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company does generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Pine Island Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November 16, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of $7.0 million in deferred underwriting commissions (Note 5). On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Upon the closing of the Initial Public Offering and the Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 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 or (ii) the distribution of the Trust Account as described below. Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to the Trust Account, for a total of approximately $218.4 million. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of its Public Shares 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon 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.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 19, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $129,000 in its operating bank account and a working capital deficit of approximately $1.2 million. The Company’s liquidity needs were satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan under the Note (as defined in Note 4) from the Sponsor (see Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company had initially borrowed approximately $105,000 under the Note and fully repaid the Note on November 19, 2020. In 2021, the Company drew down $245,000 under the Note. Subsequently, in 2022, the Company drew down an additional $342,000 under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 19, 2022. These accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2022. Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported. 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 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 condensed financial statements 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. 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. As of June 30, 2022 and December 31, 2021, there were no cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices 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 stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. 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. 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. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance (“Public Warrants”) and issued 4,245,173 Private Placement Warrants. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 21,838,800 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,524,773 shares of Class A common stock in the calculation of diluted income 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 per share is the same as basic net income per share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,748,690 ​ $ 437,172 ​ $ 1,699,569 ​ $ 424,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ For the Six Months Ended ​ June 30, 2022 ​ June 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,197,191 ​ $ 1,299,298 ​ $ 5,041,355 ​ $ 1,260,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 21,838,800 ​ 5,459,700 ​ 21,838,800 ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.24 ​ $ 0.24 ​ $ 0.23 ​ $ 0.23 ​ Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to applicable income tax examinations since inception. Recent Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the accompanying condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of approximately $7.0 million in deferred underwriting commissions. On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased 1,838,800 Over-Allotment Units, generating gross proceeds of approximately $18.4 million, incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions
Related Party Transactions	Note 4— Related Party Transactions Founder Shares On August 24, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In September 2020, the Sponsor transferred 30,000 Founder Shares to Michael E. Roemer and 50,000 Founder Shares to David Wajsgras. These 80,000 Founder Shares had not been subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On each of November 13, 2020 on November 16, 2020, the Sponsor effected a surrender of 1,437,500 shares of Class B common stock to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share surrenders. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 24, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 1,838,800 Units and forfeited the remaining option; thus, only 290,300 shares of Class B common stock remained subject to forfeiture. On November 24, 2020, the remaining 290,300 shares of Class B common stock were forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per common 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 (except as described below in Note 6 under “Derivative Warrant Liabilities — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (as amended and restated on April 14, 2022, the “Note”). On April 14, 2022, the Sponsor and the Company amended and restated the Note and increased the aggregate amount that may be loaned to the Company thereunder to $600,000. The Note bears no interest and is repayable in full upon the earlier to occur of (i) November 19, 2022 and (ii) the date on which the Company consummates a Business Combination. The Company had initially borrowed approximately $105,000 under the Note and fully repaid to the Sponsor on November 19, 2020. In 2021, the Company drew down $245,000 under the Note. Subsequently, in 2022, the Company drew an additional $342,000 under the Note. As of June 30, 2022 and December 31, 2021, the Company had $537,000 and $245,000 outstanding under the Note, respectively. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 5 — Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, payable and paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 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. In connection with the consummation of the Over-Allotment on November 24, 2020, the underwriters were entitled to an additional fee of approximately $368,000 payable and paid upon closing, and approximately $644,000 in deferred underwriting commissions.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Derivative Warrant Liabilities.
Derivative Warrant Liabilities	Note 6 — Derivative Warrant Liabilities As of June 30, 2022, the Company had 7,279,600 and 4,245,173 Public Warrants and Private Placement Warrants outstanding, 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it 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 its 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 shares of Class A common stock 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 share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”), (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are entitled to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : ● in whole and not in part; ● at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, 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 common stock; ● if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and ● if, and only if, the Reference Value is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the ten 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption	Note 7- Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 21,838,800 shares of Class A common stock outstanding, all of which were subject to redemption. The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 218,388,000 Less: ​ Fair value of Public Warrants at issuance ​ (12,520,912) Offering costs allocated to Class A common stock subject to possible redemption ​ (11,999,836) Plus: ​ Remeasurement of Class A common stock subject to possible redemption amount ​ 24,520,748 Class A common stock subject to possible redemption ​ $ 218,388,000 ​

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 8 — Stockholders’ Deficit Class A Common Stock — Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to the Company’s directors prior to the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Preferred Stock— ​

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value Measured as of June 30, 2022 Description Level 1 Level 2 Level 3 Assets: ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) ​ $ 218,513,200 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 2,183,880 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 1,273,550 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Assets: ​ ​ ​ Investments held in Trust Account (1) ​ $ 218,445,578 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 6,624,440 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 3,863,110 (1) Excludes $975 and $353 of cash held in the Trust Account as of June 30, 2022 and December 31, 2021, respectively. 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 in January 2021, when the Public Warrants were separately listed and traded. 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 stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 As of December 31, 2021 Volatility ​ 9.3 % ​ 15.0 % Stock price ​ $ 9.87 ​ $ 9.86 ​ Time to M&A ​ 5.33 ​ 5.83 ​ Risk-free rate ​ 3.0 % 1.3 % Dividend yield ​ 0.0 % 0.0 % ​ The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the six months ended June 30, 2022 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at December 31, 2021 $ 3,863,110 Change in fair value of derivative warrant liabilities - Level 3 ​ (1,825,430) Derivative warrant liabilities at March 31, 2022 - Level 3 ​ ​ 2,037,680 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (764,130) Derivative warrant liabilities at June 30, 2022 - Level 3 ​ $ 1,273,550 ​

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the unaudited date the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2022. Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported.
Emerging Growth Company	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 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 condensed financial statements 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	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December 31, 2021, there were no cash equivalents.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices 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	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 stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. 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. 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. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance (“Public Warrants”) and issued 4,245,173 Private Placement Warrants. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs 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 are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 21,838,800 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,524,773 shares of Class A common stock in the calculation of diluted income 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 per share is the same as basic net income per share for the three and six months ended June 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,748,690 ​ $ 437,172 ​ $ 1,699,569 ​ $ 424,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ For the Six Months Ended ​ June 30, 2022 ​ June 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,197,191 ​ $ 1,299,298 ​ $ 5,041,355 ​ $ 1,260,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 21,838,800 ​ 5,459,700 ​ 21,838,800 ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.24 ​ $ 0.24 ​ $ 0.23 ​ $ 0.23 ​
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to applicable income tax examinations since inception.
Recent Adopted Accounting Standards	Recent Adopted Accounting Standards In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the accompanying condensed financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of basic and diluted net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ June 30, 2022 June 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income ​ $ 1,748,690 ​ $ 437,172 ​ $ 1,699,569 ​ $ 424,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ 21,838,800 ​ ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ $ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ For the Six Months Ended ​ June 30, 2022 ​ June 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per common stock: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,197,191 ​ $ 1,299,298 ​ $ 5,041,355 ​ $ 1,260,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average common stock outstanding ​ 21,838,800 ​ 5,459,700 ​ 21,838,800 ​ 5,459,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per common stock ​ $ 0.24 ​ $ 0.24 ​ $ 0.23 ​ $ 0.23

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption
Summary of reconciliation of class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 218,388,000 Less: ​ Fair value of Public Warrants at issuance ​ (12,520,912) Offering costs allocated to Class A common stock subject to possible redemption ​ (11,999,836) Plus: ​ Remeasurement of Class A common stock subject to possible redemption amount ​ 24,520,748 Class A common stock subject to possible redemption ​ $ 218,388,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Measurements
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value Measured as of June 30, 2022 Description Level 1 Level 2 Level 3 Assets: ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities (1) ​ $ 218,513,200 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 2,183,880 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 1,273,550 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Assets: ​ ​ ​ Investments held in Trust Account (1) ​ $ 218,445,578 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 6,624,440 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 3,863,110 (1) Excludes $975 and $353 of cash held in the Trust Account as of June 30, 2022 and December 31, 2021, respectively.
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 As of December 31, 2021 Volatility ​ 9.3 % ​ 15.0 % Stock price ​ $ 9.87 ​ $ 9.86 ​ Time to M&A ​ 5.33 ​ 5.83 ​ Risk-free rate ​ 3.0 % 1.3 % Dividend yield ​ 0.0 % 0.0 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ Derivative warrant liabilities at December 31, 2021 $ 3,863,110 Change in fair value of derivative warrant liabilities - Level 3 ​ (1,825,430) Derivative warrant liabilities at March 31, 2022 - Level 3 ​ ​ 2,037,680 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (764,130) Derivative warrant liabilities at June 30, 2022 - Level 3 ​ $ 1,273,550

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			6 Months Ended		12 Months Ended
	Nov. 24, 2020	Nov. 19, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Offering cost				$ 27,880
Net proceeds placed in trust account	$ 218,400,000
Maturity term of U.S. government securities			185 days
Percentage of aggregate fair market value of assets			80%
Ownership interest to be acquired on post-transaction company			50%
Per share value of residual assets in trust account			$ 10
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent			15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Maximum net interest to pay dissolution expenses			$ 100,000
Operating bank account			129,000
Working capital deficit			1,200,000
Proceeds from related party loan			342,000
Note payable		$ 105,000	537,000		$ 245,000
Amount drawn from notes			342,000
Loans from working capital			0		0
Sponsor
Subsidiary, Sale of Stock [Line Items]
Amount drawn from notes					$ 245,000
Sponsor | Founder
Subsidiary, Sale of Stock [Line Items]
Proceeds from related party loan			$ 25,000
IPO
Subsidiary, Sale of Stock [Line Items]
Securities granted		20,000,000
Share price		$ 10	$ 10
Gross proceeds		$ 200,000,000
Offering cost		11,700,000
Deferred underwriting commissions		7,000,000
Net proceeds placed in trust account		$ 200,000,000
Per share value of residual assets in trust account			$ 10
Threshold business days for redemption of public shares			10 days
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Securities granted		20,000,000
Share price		$ 10
Gross proceeds		$ 200,000,000
Offering cost		11,700,000
Deferred underwriting commissions		7,000,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Net proceeds placed in trust account	$ 18,400,000
Over-allotment | Class B common stock
Subsidiary, Sale of Stock [Line Items]
Securities granted	1,838,800
Gross proceeds	$ 18,400,000
Offering cost	1,000,000
Deferred underwriting commissions	$ 644,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Gross proceeds		$ 6,000,000
Warrants to purchase shares of common stock (in shares)	245,173	4,000,000	4,000,000
Price of warrants (in dollars per share)		$ 1.50
Proceeds from issuance of warrants	$ 368,000		$ 6,000,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase shares of common stock (in shares)	245,173
Proceeds from issuance of warrants	$ 368,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Federal Deposit Insurance Corporation coverage	$ 250,000
Unrecognized tax benefits	0	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Share subject to possible redemption (in shares)	21,838,800
Purchase of aggregate shares	11,524,773
Class A common stock subject to possible redemption
Subsidiary, Sale of Stock [Line Items]
Share subject to possible redemption (in shares)	21,838,800	21,838,800

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A common stock
Numerator:
Allocation of net income	$ 1,748,690	$ 1,699,569	$ 5,197,191	$ 5,041,355
Denominator:
Weighted average shares outstanding, basic	21,838,800	21,838,800	21,838,800	21,838,800
Weighted average shares outstanding, diluted	21,838,800	21,838,800	21,838,800	21,838,800
Net income per share, basic	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Net income per share, diluted	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Class B common stock
Numerator:
Allocation of net income	$ 437,172	$ 424,892	$ 1,299,298	$ 1,260,339
Denominator:
Weighted average shares outstanding, basic	5,459,700	5,459,700	5,459,700	5,459,700
Weighted average shares outstanding, diluted	5,459,700	5,459,700	5,459,700	5,459,700
Net income per share, basic	$ 0.08	$ 0.08	$ 0.24	$ 0.23
Net income per share, diluted	$ 0.08	$ 0.08	$ 0.24	$ 0.23

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			6 Months Ended
	Nov. 24, 2020	Nov. 19, 2020	Jun. 30, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Offering cost			$ 27,880
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants (in dollars per share)				$ 10
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		20,000,000
Share price		$ 10		$ 10
Gross proceeds		$ 200,000,000
Offering cost		11,700,000
Deferred underwriting commissions		$ 7,000,000
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		20,000,000
Share price		$ 10
Gross proceeds		$ 200,000,000
Offering cost		11,700,000
Deferred underwriting commissions		$ 7,000,000
Number of shares in a unit				1
Number of warrants in a unit				0.33
Number of shares issuable per warrant (in shares)				1
Exercise price of warrants (in dollars per share)				$ 11.50
Over-allotment | Class B common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,838,800
Gross proceeds	$ 18,400,000
Offering cost	1,000,000
Deferred underwriting commissions	$ 644,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)					1 Months Ended	6 Months Ended
	Nov. 24, 2020	Nov. 16, 2020	Nov. 13, 2020	Aug. 24, 2020	Sep. 30, 2020	Jun. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Shares not subject to forfeiture					80,000
Founder
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)						$ 12
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						20 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination						150 days
Maximum | Founder
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						30 days
Private Placement
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination						30 days
Class B common stock
Related Party Transaction [Line Items]
Common stock, par value						$ 0.0001	$ 0.0001
Consideration for shares surrender		$ 0	$ 0
Common stock outstanding	290,300	5,750,000	8,625,000			5,459,700	5,459,700
Shares, Outstanding	290,300
Class B common stock | Founder
Related Party Transaction [Line Items]
Shares not subject to forfeiture						750,000
Percentage of issued and outstanding shares held by initial stockholders						20%
Class B common stock | Over-allotment
Related Party Transaction [Line Items]
Number of shares issued (in shares)	1,838,800
An affiliate of Sponsor | Class B common stock | Founder
Related Party Transaction [Line Items]
Number of shares issued (in shares)				8,625,000
Common stock, par value				$ 0.0001
Aggregate purchase price				$ 25,000
Sponsor | Class B common stock
Related Party Transaction [Line Items]
Number of shares surrender		1,437,500	1,437,500
Michael E. Roemer
Related Party Transaction [Line Items]
Number of shares transferred (in shares)					30,000
David Wajsgras
Related Party Transaction [Line Items]
Number of shares transferred (in shares)					50,000

Related Party Transactions - Pr

Related Party Transactions - Private placement warrants (Details) - USD ($)		6 Months Ended
	Nov. 24, 2020	Jun. 30, 2022	Nov. 19, 2020
Class A common stock
Related Party Transaction [Line Items]
Exercise price of warrants (in dollars per share)		$ 10
Private Placement
Related Party Transaction [Line Items]
Warrants to purchase shares of common stock (in shares)	245,173	4,000,000	4,000,000
Price of warrants (in dollars per share)		$ 1.50
Proceeds from issuance of warrants	$ 368,000	$ 6,000,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Private Placement | Sponsor
Related Party Transaction [Line Items]
Warrants to purchase shares of common stock (in shares)	245,173
Proceeds from issuance of warrants	$ 368,000
Private Placement | Class A common stock
Related Party Transaction [Line Items]
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Related Party Transactions - Re

Related Party Transactions - Related party loans, Working capital loans, Administrative services and director compensation (Details) - USD ($)		6 Months Ended	12 Months Ended
	Apr. 14, 2022	Jun. 30, 2022	Dec. 31, 2021	Nov. 19, 2020	Aug. 24, 2020
Related Party Transaction [Line Items]
Amount drawn from notes		$ 342,000
Note payable		537,000	$ 245,000	$ 105,000
Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 105,000
Aggregate amount of loan sponsor	$ 600,000
Amount drawn from notes			245,000
Sponsor
Related Party Transaction [Line Items]
Amount drawn from notes			245,000
Sponsor | Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants		$ 1,500,000
Price of warrants (in dollars per share)		$ 1.50
Outstanding balance of related party note		$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		6 Months Ended
	Nov. 24, 2020	Jun. 30, 2022
Commitments and Contingencies.
Cash underwriting discount per unit		$ 0.20
Payment of underwriter discount		$ 4,000,000
Deferred fee per unit		$ 0.35
Deferred underwriting fee payable	$ 368,000	$ 7,000,000
Underwriting Fee Payable	$ 644,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption	30 days
Warrants exercisable term from the closing of the public offering	12 months
Threshold maximum period for filing registration statement after business combination	15 days
Threshold maximum period for registration statement to become effective after business combination	60 days
Warrants exercisable term after the completion of a business combination	5 years
Minimum redemption feature per warrant	$ 0.361
Public Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding | shares	7,279,600
Threshold maximum period for filing registration statement after business combination	20 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding | shares	4,245,173
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 18
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Public Warrants
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Redemption price per warrant (in dollars per share)	$ 0.01
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Public Warrants
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Class A common stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 10
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%
Threshold trading days for calculating Market Value	10 days
Class A common stock | Private Placement Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Threshold trading days for redemption of warrants	30 days
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption	30 days
Threshold maximum period for filing registration statement after business combination	20 days
Newly Issued Price (in dollars per share)	$ 18
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Public Warrants
Class of Warrant or Right [Line Items]
Threshold maximum period for registration statement to become effective after business combination	30 days
Redemption price per warrant (in dollars per share)	$ 18
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption	30 days
Newly Issued Price (in dollars per share)	$ 10
Stock price trigger for redemption of warrants (in dollars per share)	10
Redemption price per warrant (in dollars per share)	0.10
Maximum | Class A common stock
Class of Warrant or Right [Line Items]
Newly Issued Price (in dollars per share)	$ 9.20

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class A common stock
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Number of votes per share	$ 1
Share subject to possible redemption (in shares)	21,838,800
Class A common stock subject to possible redemption
Temporary Equity [Line Items]
Share subject to possible redemption (in shares)	21,838,800	21,838,800

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Condensed Balance Sheet (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A common stock subject to possible redemption	$ 218,388,000	$ 218,388,000
Class A common stock subject to possible redemption
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	218,388,000
Fair value of Public Warrants at issuance	(12,520,912)
Offering costs allocated to Class A common stock subject to possible redemption	(11,999,836)
Remeasurement of Class A common stock subject to possible redemption amount	24,520,748
Class A common stock subject to possible redemption	$ 218,388,000

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Nov. 24, 2020	Nov. 16, 2020	Nov. 13, 2020
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, number of votes per share	$ 1
Common stock, shares issued	21,838,800	21,838,800
Common stock, shares outstanding	21,838,800	21,838,800
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, number of votes per share	$ 1
Common stock, shares issued	5,459,700	5,459,700
Common stock, shares outstanding	5,459,700	5,459,700	290,300	5,750,000	8,625,000
Class B common stock | Over-allotment
Class of Stock [Line Items]
Aggregated shares issued upon converted basis (in percent)	20%

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Fair Value Measurements - Fair

Fair Value Measurements - Fair value on recurring basis (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 218,514,750		$ 218,445,931
Liabilities:
Derivative warrant liabilities	3,457,430		10,487,550
Level 3
Liabilities:
Derivative warrant liabilities	1,273,550	$ 2,037,680	3,863,110
U.S. Treasury Securities | Level 1 | Recurring
Assets:
Investments held in Trust Account	218,513,200		218,445,578
Derivative warrant liabilities | Public Warrants | Level 1 | Recurring
Liabilities:
Derivative warrant liabilities	2,183,880		6,624,440
Derivative warrant liabilities | Private Warrants | Level 3 | Recurring
Liabilities:
Derivative warrant liabilities	$ 1,273,550		$ 3,863,110

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 | U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in the Trust Account	$ 975	$ 353

Fair Value Measurements - Level

Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Level 3	Jun. 30, 2022	Dec. 31, 2021
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	9.3	15
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	9.87	9.86
Time to M&A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	5.33	5.83
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	3	1.3
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0	0

Fair Value Measurements - Publi

Fair Value Measurements - Public Warrants (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities		$ 10,487,550		$ 10,487,550
Change in fair value of derivative warrant liabilities	$ 2,074,460		$ 2,765,940	7,030,120	$ 7,230,260
Derivative warrant liabilities	3,457,430			3,457,430
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities	2,037,680	3,863,110		3,863,110
Change in fair value of derivative warrant liabilities	(764,130)	(1,825,430)
Derivative warrant liabilities	$ 1,273,550	$ 2,037,680		$ 1,273,550