| 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
are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which
include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating
results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected through December
31, 2022 or any future period. The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the
Company with the SEC on April 1, 2022. Emerging Growth
Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and 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
unaudited condensed financial statements with those of 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 unaudited condensed 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 unaudited 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the most significant accounting estimates included in these unaudited condensed
financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more
current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 limit of $250,000, and any investments held in the Trust Account. As of March 31, 2022 and December 31,
2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks
on such accounts. The Company’s investments held in the Trust Account as of March 31, 2022 and December 31, 2021 are comprised of
investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise
only U.S. treasury securities money market funds. Cash and Cash
Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March
31, 2022 and December 31, 2021. Investments
Held in the Trust Account The Company’s portfolio of investments held
in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised
of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the
Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in
money market funds are presented on the 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 is included in gain on investments held in the 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 of Financial Instruments The fair value of the Company’s assets and liabilities
which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying
amounts represented in the condensed balance sheets, except for the derivative warrant liabilities (see Note 9). Fair Value
Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). These tiers consist of:
● 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. Offering Costs Offering costs consist of legal, accounting, underwriting
fees and other costs directly related to the Initial Public Offering. Offering costs are 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, presented as non-operating expenses in the unaudited condensed statements
of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject
to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as
non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of
current liabilities. 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting
period. The warrants issued in connection with the Initial
Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance
with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the 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 Public Warrants
issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo
simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at
each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been
measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities 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. 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 Topic 480 “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The
Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control
and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 23,000,000 shares of Class
A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of
the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected
to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption
value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date
of the security. Effective with the closing of the Initial Public Offering, 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
(Loss) Per 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. This presentation
assumes a Business Combination as the most likely outcome. Net income (loss) per common share is calculated by dividing net income (loss)
by the weighted average number of shares of common stock outstanding for the respective period. The calculation of diluted net income per common share
does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase
an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their exercise
is contingent upon future events. As a result, diluted net income per common share is the same as basic net income per common share for
the three months ended March 31, 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 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 March 31,
2022 2021
Class A Class B Class A Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income $ 5,338,082 $ 1,334,521 $ 8,834,733 $ 2,208,683
Denominator:
Basic and diluted weighted average common shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000
Basic and diluted net income per common share $ 0.23 $ 0.23 $ 0.38 $ 0.38 Income Taxes The Company follows the asset and liability method
of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable
to differences between the financial statement 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. As of March 31, 2022 and December 31, 2021, deferred taxes were offset by their full valuation
allowances. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 income tax examinations by major taxing authorities since inception. Recent Accounting
Pronouncements The Company’s management does not believe
that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
unaudited condensed financial statements. |
