| Summary of Significant Accounting Policies | Note 2 — 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 8 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 interim 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 accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed
with the SEC on February 18, 2022, which contains the audited financial statements and notes thereto. The interim results for the three
months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for
any future interim periods. 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, 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 a 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which 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 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 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 events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2022 and December 31, 2021. Marketable Securities Held in 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, or a combination
thereof. At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which are invested
primarily in U.S. Treasury Securities. 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC
480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public
Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance
contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly,
the Company classifies the Warrants as liabilities at their fair value and adjusts them to fair value at each reporting period. This liability
is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements
of operations. The Private Placement Warrants are valued using a Modified Black-Scholes Option Pricing model. A Monte Carlo simulation
methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available. For
periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair
value as of each relevant date. 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 is classified
as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including 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, common stock is classified as stockholders’
equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 25,000,000 shares
of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit 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 redeemable common stock to equal the redemption value at the end of each reporting
period. At March 31, 2022 and December 31, 2021, the Class
A common stock reflected in the condensed balance sheets is reconciled in the following table:
Gross proceeds $ 250,000,000
Less:
Proceeds allocated to Public Warrants (15,583,335 )
Class A common stock issuance costs (15,038,973 )
Plus:
Accretion of carrying value to redemption value 30,622,308
Class A common stock subject to possible redemption $ 250,000,000 Offering Costs Offering costs consisted of underwriting, legal,
accounting and other expenses incurred through the closing date of the Initial Public Offering that were 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 statements of operations. Offering costs associated with the Public Shares were
charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $15,461,590, of
which $15,038,973 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $422,617 were charged
to the statements of operations. Income Taxes The Company accounts for income taxes under ASC
Topic 740 “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized. The Company’s taxable income primarily consists
of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs
and are not currently deductible. The Company’s effective tax rate of 0% for the three months ended March 31, 2022 differs from
the expected income tax rate primarily due to the start-up costs (discussed above), which are not currently deductible, and to permanent
differences mainly attributable to the change in the fair value of the warrant liabilities. 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. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 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 may be subject to potential examination
by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing
and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The
Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve
months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in
calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per
share as the redemption value approximates fair value. The calculation of diluted income (loss) per common
share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement
since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,546,667
shares of Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other
contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result,
diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except share amounts):
Three Months Ended Three Months Ended
Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted $ 2,965,663 $ 988,554 $ (3,722,932 ) $ (1,240,9781,487,055 )
Denominator:
Basic and diluted weighted average shares outstanding 25,640,000 8,546,667 25,640,000 8,546,667
Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ (0.15 ) $ (0.15 ) Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying
amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature other than warrant liabilities
(see Note 9). As of March 31, 2022 and December 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate
their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the
Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for
trading securities is determined using quoted market prices in active markets. Recent Accounting Standards In August 2020, the Financial Accounting Standards
Board issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and
Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing
major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked
contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.
The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results
of operations or cash flows. Management does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensed
financial statements. |
