| 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 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 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. Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not
being required to comply with the 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 June 30, 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 June 30, 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 condensed 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 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 June 30, 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 June 30, 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, December 31, 2021 $ 250,000,000
Plus:
Accretion of carrying value to redemption value 109,950
Class A common stock subject to possible redemption, June 30, 2022 (Unaudited) $ 250,109,950 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 condensed 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 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $422,617 was charged
to the condensed statements of operations. Income Taxes The Company accounts for income taxes under ASC
740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact
of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31,
2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate
was 0.45% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.30% and 0.00% for the six months ended June
30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended
June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position 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. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state 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. 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 net 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 June 30, 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 June 30, 2021 Six Months Ended Six Months Ended
Class A Class B Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss) $ 5,746,327 $ 1,915,443 $ (5,656,891 ) $ (1,885,631 ) $ 8,711,990 $ 2,903,997 $ (9,379,824 ) $ (3,126,608 )
Denominator:
Basic and diluted weighted average shares outstanding 25,640,000 8,546,667 25,640,000 8,546,667 25,640,000 8,546,667 25,640,000 8,546,667
Basic and diluted net income (loss) per common share $ 0.22 $ 0.22 $ (0.22 ) $ (0.22 ) $ 0.34 $ 0.34 $ (0.37 ) $ (0.37 ) 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
Deposit 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 June 30, 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 Management does not believe that any recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s condensed
financial statements. |
