Build Acquisition (BGSX) 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 Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	BUILD ACQUISITION CORP.
Entity Central Index Key	0001838666
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Shell Company	true
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40220
Entity Tax Identification Number	86-1389419
Entity Address, Address Line One	3500 Jefferson Street
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78731
City Area Code	512
Local Phone Number	994-2983
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,000,000
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	BGSX
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000
Units
Document Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	BGSX.U
Security Exchange Name	NYSE
Redeemable Warrants
Document Information [Line Items]
Security 12b Title	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	BGSX WS
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 498,337	$ 570,333
Prepaid expenses	261,295	403,378
Total Current Assets	759,632	973,711
Marketable securities held in Trust Account	200,305,470	200,015,241
TOTAL ASSETS	201,065,102	200,988,952
Current Liabilities
Accrued expenses	515,137	622,863
Promissory note – related party	296,600
Income taxes payable	7,990
Total Current Liabilities	819,727	622,863
Warrant liabilities	1,066,667	7,364,183
Deferred underwriting fee payable	7,000,000	7,000,000
Total Liabilities	8,886,394	14,987,046
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares at redemption value of $10.00 per share	200,000,000	200,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	203,500
Accumulated deficit	(8,025,292)	(13,998,594)
Total Stockholders’ Deficit	(7,821,292)	(13,998,094)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	201,065,102	200,988,952
Class B Common Stock
Stockholders’ Deficit
Common stock	$ 500	$ 500

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class A common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption, shares	20,000,000	20,000,000
Class A common stock subject to possible redemption, redemption price per shares	$ 10	$ 10
Preferred shares, par or stated value per share	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A Common Stock
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Class A ordinary shares subject to possible redemption, shares	20,000,000	20,000,000
Class B Common Stock
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	5,000,000	5,000,000
Common stock, shares, outstanding	5,000,000	5,000,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating and formation costs	$ 255,796	$ 225,706	$ 606,353	$ 302,132
Loss from operations	(255,796)	(225,706)	(606,353)	(302,132)
Other income (expense):
Interest earned on marketable securities held in Trust Account	270,088	7,204	290,229	8,442
Transaction costs associated with warrant liabilities	(100)		(100)	(292,920)
Change in fair value of warrant liabilities	1,804,501	(2,026,666)	6,297,516	(1,600,000)
Other income (expense), net	2,074,489	(2,019,462)	6,587,645	(1,884,478)
Income (Loss) before provision for income taxes	1,818,693	(2,245,168)	5,981,292	(2,186,610)
Provision for income taxes	(7,990)		(7,990)
Net income (loss)	$ 1,810,703	$ (2,245,168)	$ 5,973,302	$ (2,186,610)
Redeemable Class A Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding	20,000,000	20,000,000	20,000,000	11,704,545
Basic and diluted net income (loss) per share	$ 0.07	$ (0.09)	$ 0.24	$ (0.13)
Non-redeemable Class B Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding	5,000,000	5,000,000	5,000,000	5,000,000
Basic and diluted net income (loss) per share	$ 0.07	$ (0.09)	$ 0.24	$ (0.13)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Dec. 31, 2020
Beginning Balance, Shares at Dec. 31, 2020
Issuance of Class B common stock	25,000				$ 575	24,425
Issuance of Class B common stock, Shares					5,750,000
Remeasurement of Class A Common Stock to redemption amount	(16,168,509)					(3,024,425)	(13,144,084)
Cash paid in excess of fair value for Private Placement Warrants	3,000,000					3,000,000
Net income (loss)	58,558						58,558
Ending Balance at Mar. 31, 2021	(13,084,951)				$ 575		(13,085,526)
Ending Balance, Shares at Mar. 31, 2021					5,750,000
Beginning Balance at Dec. 31, 2020
Beginning Balance, Shares at Dec. 31, 2020
Net income (loss)	(2,186,610)	$ (1,532,114)	$ (654,496)
Ending Balance at Jun. 30, 2021	(15,330,119)				$ 500		(15,330,619)
Ending Balance, Shares at Jun. 30, 2021					5,000,000
Beginning Balance at Mar. 31, 2021	(13,084,951)				$ 575		(13,085,526)
Beginning Balance, Shares at Mar. 31, 2021					5,750,000
Remeasurement of Class A Common Stock to redemption amount						(75)	75
Net income (loss)	(2,245,168)	(1,796,134)	(449,034)				(2,245,168)
Ending Balance at Jun. 30, 2021	(15,330,119)				$ 500		(15,330,619)
Ending Balance, Shares at Jun. 30, 2021					5,000,000
Forfeiture of Founder Shares					$ (75)	75
Forfeiture of Founder Shares, Shares					(750,000)
Beginning Balance at Dec. 31, 2021	(13,998,094)				$ 500		(13,998,594)
Beginning Balance, Shares at Dec. 31, 2021					5,000,000
Net income (loss)	4,162,599						4,162,599
Ending Balance at Mar. 31, 2022	(9,835,495)				$ 500		(9,835,995)
Ending Balance, Shares at Mar. 31, 2022					5,000,000
Beginning Balance at Dec. 31, 2021	(13,998,094)				$ 500		(13,998,594)
Beginning Balance, Shares at Dec. 31, 2021					5,000,000
Net income (loss)	5,973,302	4,778,642	1,194,660
Ending Balance at Jun. 30, 2022	(7,821,292)				$ 500	203,500	(8,025,292)
Ending Balance, Shares at Jun. 30, 2022					5,000,000
Beginning Balance at Mar. 31, 2022	(9,835,495)				$ 500		(9,835,995)
Beginning Balance, Shares at Mar. 31, 2022					5,000,000
Excess of Cash received from Convertible Promissory Note over Fair value	203,500					203,500
Net income (loss)	1,810,703	$ 1,448,562	$ 362,141				1,810,703
Ending Balance at Jun. 30, 2022	$ (7,821,292)				$ 500	$ 203,500	$ (8,025,292)
Ending Balance, Shares at Jun. 30, 2022					5,000,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 5,973,302	$ (2,186,610)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(290,229)	(8,442)
Change in fair value of warrant liabilities	(6,297,516)	1,600,000
Change in fair value of promissory notes	100
Transaction costs associated with warrant liabilities		292,920
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	142,083	(577,933)
Income taxes payable	7,990
Accrued expenses	(107,726)	100,000
Net cash used in operating activities	(571,996)	(780,065)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		196,000,000
Proceeds from sale of Private Placement Warrants		6,000,000
Proceeds from promissory note – related party	500,000	62,118
Repayment of promissory note – related party		(62,118)
Payment of offering costs		(436,429)
Net cash provided by financing activities	500,000	201,563,571
Net Change in Cash	(71,996)	783,506
Cash – Beginning of period	570,333
Cash – End of period	498,337	783,506
Non-Cash investing and financing activities:
Forfeiture of Founder Shares		(75)
Offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock		25,000
Initial classification of Class A common stock subject to possible redemption		200,000,000
Change in fair value of promissory note charged to additional paid-in capital	$ 203,500
Deferred underwriting fee payable		$ 7,000,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Build Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022, relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 16, 2021. On March 19, 2021, the Company completed the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Build Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $11,461,429, consisting of $4,000,000 of underwriting fees, net of reimbursement, $7,000,000 of deferred underwriting fees and $461,429 of other offering costs. Following the closing of the Initial Public Offering on March 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses or assets that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) 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 in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated 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 other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor and the other holders of the Founder Shares prior to the Initial Public Offering (the “initial stockholders”), directors and officers have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (ii) 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. The Company will have until March 19, 2023, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or any of the Company’s directors, officers or affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($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 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, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual 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 the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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”). Moreover, 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 (except 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. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an initial business combination are not determinable as of the date of these condensed financial statements. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for another extension of the deadline or complete a Business Combination by March 19, 2023, then the Company will cease all operations except for the purpose of liquidating. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension, however, it is uncertain whether the Company will be able to do so. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should a Business Combination not occur and a n extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 19, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements 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 period ended December 31, 2021, as filed with the SEC on March 30, 2022. 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 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 condensed financial statement 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. One of the more significant accounting estimates included in these 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. Marketable Securities Held in Trust Account At June 30, 2022 and December 31 , 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,461,429 were incurred, of which $11,168,509 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $292,920 of the offering costs were immediately expensed through the Statement of Operations in connection with the warrant liability. 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.” Shares of 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 is 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 June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,000,000 ) Class A common stock issuance costs (11,168,509 ) Plus: Remeasurement of carrying value to redemption value 16,168,509 Class A common stock subject to possible redemption, December 31, 2021 $ 200,000,000 Plus: Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption, June 30, 2022 200,000,000 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) 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 adjust the Warrants 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 our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. 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. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the convertible promissory note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any changes in the estimated fair value of the convertible promissory note are recognized as non-cash gains or losses in the condensed statements of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, 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. Our effective tax rate was 0.44% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.13% and 0.0% 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 months 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 share of 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 (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per share of The calculation of diluted income (loss) per share of common stock does consider issued connection with (i) , (ii) the . The warrants are exercisable to purchase 10,666,667 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any 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 loss per share of c ommon stock is the same as basic net loss per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income per share of common Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 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), as adjusted $ 1,448,562 $ 362,141 $ (1,796,134 ) (449,034 ) $ 4,778,642 $ 1,194,660 $ (1,532,114 ) $ (654,496 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 20,000,000 5,000,000 11,704,545 5,000,000 Basic and diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.09 ) $ (0.09 ) $ 0.24 $ 0.24 $ (0.13 ) $ (0.13 ) 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,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for 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 include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) 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 Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. The Sponsor has agreed to purchase up to an additional 400,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $600,000 in the aggregate, if the over-allotment option is exercised in full or in part by the underwriters. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 5, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The underwriters’ over-allotment option was unexercised, and, accordingly, 750,000 Founder Shares were forfeited, resulting in an aggregate of 5,000,000 Founder Shares outstanding. The sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination and (2) subsequent to a 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on March 16, 2021, pursuant to which the Company will pay an affiliate of the Sponsor a total not to exceed $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. Promissory Note — Related Party On January 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance of $62,118 was repaid in May 2021. Borrowings are no longer available. Related Party Loans 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 directors and officers 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. On June 3, 2022, the Company issued a convertible promissory note in the principal amount of up to $1,500,000 to the Sponsor. The note was issued in connection with advances the Sponsor may make in the future, to the Company for working capital expenses. If the Company completes an initial Business Combination, the Company would repay the note out of the proceeds of the Trust Account released to the Company after payment to holders that redeem public shares. Otherwise, the note would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the note but no proceeds from the Trust Account would be used to repay the note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the note may be converted into Conversion Warrants of the Company at a price of $1.50 per warrant. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the note. As of June 30, 2022, $500,000 was drawn on the loan, presented at its fair value of $296,600 on the accompanying unaudited condensed balance sheets. As at December 31, 2021, the Company had no Working Capital Loan borrowings. Operating Expenses The Sponsor from time to time, incurs and pays travel and other operating expenses on behalf of the Company. These expenses are subsequently reimbursed by the Company. As of June 30, 2022 and December 31, 2021, a total of $93,655 and $91,150 of reimbursable expenses payable to the Sponsor are included in accrued expenses, respectively.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2022
Commitments And Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 16, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. 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.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Stockholders' Equity	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 20,000,000 shares of Class A common stock issued and outstanding were subject to possible redemption and included in temporary equity. Class B Common Stock — The Company is authorized to issue up to 50,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 5,000,000 shares of Class B common stock issued and outstanding, 750,000 shares were forfeited as the underwriters’ over-allotment was not exercised in full or in part. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to 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 issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution 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 all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Warrant Liabilities

Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Warrants And Rights Note Disclosure [Abstract]
Warrant Liabilities	NOTE 8. WARRANT LIABILITIES As of June 30, 2022 and December 31, 2021, there were 6,666,667 Public Warrants and 4,000,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants (as defined in Note 4) 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 adjust the Warrants to fair value at each reporting period. Public Warrants may be exercised only for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the 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, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the shares 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 to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). 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 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 its 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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,305,470 1 $ 200,015,241 Liabilities: Working capital loan – related party 3 296,600 3 — Warrant Liabilities – Public Warrants 1 666,667 1 4,602,614 Warrant Liabilities – Private Placement Warrants 2 400,000 3 2,761,569 The Warrants and loan are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Warrants The Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology ’ Initial Public Offering Public Warrants of the Public Warrants The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The Private Placement Warrants were subsequently valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s shares of common stock. The expected volatility of the Company’s shares of common stock was determined based on the implied volatility of the Public Warrants. As of June 30, 2022, the Private Placement Warrants are classified as Level 2 due to the use of a quoted price in an active market for a similar liability. The key inputs into the binomial lattice model for the Warrants were as follows: Input June 30, 2022 December 31, 2021 March 19, 2021 (Initial Measurement) Market price of public shares $ 9.76 $ 9.76 $ 9.75 Risk-free rate 2.97 % 1.20 % 0.99 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Effective expiration date 11/30/25 8/03/26 8/03/26 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2022 $ 2,761,569 Change in fair value (1,684,881 ) Fair value as of March 31, 2022 $ 1,076,688 Transfer to Level 2 (400,000 ) Change in fair value (676,688 ) Fair value as of June 30, 2022 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. During the year ended December 31, 2021, the Public Warrants were transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed and trading beginning March 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $4,733,333. The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended June 30, 2022 was $400,000.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
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, 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 condensed financial statement 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	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. One of the more significant accounting estimates included in these 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.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2022 and December 31 , 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $11,461,429 were incurred, of which $11,168,509 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $292,920 of the offering costs were immediately expensed through the Statement of Operations in connection with the warrant liability.
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 Topic 480 “Distinguishing Liabilities from Equity.” Shares of 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 is 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 June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,000,000 ) Class A common stock issuance costs (11,168,509 ) Plus: Remeasurement of carrying value to redemption value 16,168,509 Class A common stock subject to possible redemption, December 31, 2021 $ 200,000,000 Plus: Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption, June 30, 2022 200,000,000
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) 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 adjust the Warrants 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 our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. 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.
Convertible Promissory Note	Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the convertible promissory note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any changes in the estimated fair value of the convertible promissory note are recognized as non-cash gains or losses in the condensed statements of operations.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, 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. Our effective tax rate was 0.44% and 0.0% for the three months ended June 30, 2022 and 2021, respectively, and 0.13% and 0.0% 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 months 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 share of Common Stock	Net Income (Loss) per share of 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 (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per share of The calculation of diluted income (loss) per share of common stock does consider issued connection with (i) , (ii) the . The warrants are exercisable to purchase 10,666,667 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any 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 loss per share of c ommon stock is the same as basic net loss per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income per share of common Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 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), as adjusted $ 1,448,562 $ 362,141 $ (1,796,134 ) (449,034 ) $ 4,778,642 $ 1,194,660 $ (1,532,114 ) $ (654,496 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 20,000,000 5,000,000 11,704,545 5,000,000 Basic and diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.09 ) $ (0.09 ) $ 0.24 $ 0.24 $ (0.13 ) $ (0.13 )
Fair Value of Financial Instruments	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,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
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 (unadjusted) 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 Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued 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. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Class A Common Stock Subject to Redemption	At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (5,000,000 ) Class A common stock issuance costs (11,168,509 ) Plus: Remeasurement of carrying value to redemption value 16,168,509 Class A common stock subject to possible redemption, December 31, 2021 $ 200,000,000 Plus: Remeasurement of carrying value to redemption value — Class A common stock subject to possible redemption, June 30, 2022 200,000,000
Schedule of Calculation of Basic and Diluted Net Income per Share of Common Stock	The following table reflects the calculation of basic and diluted net income per share of common Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 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), as adjusted $ 1,448,562 $ 362,141 $ (1,796,134 ) (449,034 ) $ 4,778,642 $ 1,194,660 $ (1,532,114 ) $ (654,496 ) Denominator: Basic and diluted weighted average shares outstanding 20,000,000 5,000,000 20,000,000 5,000,000 20,000,000 5,000,000 11,704,545 5,000,000 Basic and diluted net income (loss) per common share $ 0.07 $ 0.07 $ (0.09 ) $ (0.09 ) $ 0.24 $ 0.24 $ (0.13 ) $ (0.13 )

Fair Value Measurements (Table

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 200,305,470 1 $ 200,015,241 Liabilities: Working capital loan – related party 3 296,600 3 — Warrant Liabilities – Public Warrants 1 666,667 1 4,602,614 Warrant Liabilities – Private Placement Warrants 2 400,000 3 2,761,569
Summary of Key Inputs into Binomial Lattice Model for Warrants	The key inputs into the binomial lattice model for the Warrants were as follows: Input June 30, 2022 December 31, 2021 March 19, 2021 (Initial Measurement) Market price of public shares $ 9.76 $ 9.76 $ 9.75 Risk-free rate 2.97 % 1.20 % 0.99 % Dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Effective expiration date 11/30/25 8/03/26 8/03/26
Summary of Changes in Fair Value	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of January 1, 2022 $ 2,761,569 Change in fair value (1,684,881 ) Fair value as of March 31, 2022 $ 1,076,688 Transfer to Level 2 (400,000 ) Change in fair value (676,688 ) Fair value as of June 30, 2022 $ —
Working Capital Loan
Summary of Key Inputs into Binomial Lattice Model for Warrants	On June 28, 2022 and June 30, 2022, the Company used a Discounted Cash Fl and a Black-Scholes Model to value the loan. The loan is classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the pricing model for the loan was as follows: At June 30, 2022 At June 28, 2022 Selected Debt Yield Rate (B and BB rated bond yields) 5.3 % 5.3 % Share price $ 9.76 $ 9.76 Strike price $ 11.50 $ 11.50 Term (in years) 0.2 0.2 Volatility 4.3 % 4.0 % Risk-free rate 2.97 % 3.19 % Dividend yield 0.00 % 0.00 % Probability of transaction 60 % 60 %
Summary of Changes in Fair Value	The following table presents the changes in the fair value of loan Level 3 liabilities: Level 3 Issuance of working capital loan at June 28, 2022 500,000 Initial measurement of draw on working capital loan – related party on June 28, 2022 (203,500 ) Change in fair value of working capital loan at June 30, 2022 100 Fair value at June 30, 2022 296,600

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			6 Months Ended
	Mar. 20, 2021	Mar. 19, 2021	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Proceeds from issuance of initial public offering			$ 11,461,429
Warrants issued			10,666,667
Exercise price of warrants or rights		$ 11.50	$ 11.50	$ 11.50
Proceeds from issuance of private placement	$ 6,000,000
Transaction costs		$ 11,461,429
Underwriting fees, net of reimbursement		4,000,000
Deferred underwriting fees		7,000,000
Other offering costs		$ 461,429
Interest to pay dissolution expenses			$ 100,000
Minimum
Class Of Stock [Line Items]
Amount of net tangible assets required to proceed with business combination			$ 5,000,001
Initial Public Offering
Class Of Stock [Line Items]
Shares issued in initial public offering		20,000,000
Price per share		$ 10
Proceeds from issuance of initial public offering		$ 200,000,000
Proceeds from initial public offering deposited in trust account		$ 200,000,000
Private Placement
Class Of Stock [Line Items]
Warrants issued	4,000,000
Exercise price of warrants or rights	$ 1.50

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Issuance initial public offering			$ 11,461,429
Issuance initial public offering charged to shareholder equity			11,168,509
Proceeds of initial public offering cost expensed			$ 292,920
Effective tax rate	0.44%	0%	0.13%	0%
Statutory tax rate	21%	21%	21%	21%
Unrecognized tax benefits	$ 0		$ 0		$ 0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 0		$ 0		$ 0
Warrants sold in initial public offering and private placement to purchase common shares	10,666,667		10,666,667

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Class A Common Stock Subject to Redemption (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Class A common stock subject to possible redemption	$ 200,000,000	$ 200,000,000
Class A Common Stock Subject to Possible Redemption
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Gross proceeds		200,000,000
Proceeds allocated to Public Warrants		(5,000,000)
Class A common stock issuance costs		(11,168,509)
Remeasurement of carrying value to redemption value		16,168,509
Class A common stock subject to possible redemption	$ 200,000,000	$ 200,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income per Share of Common Stock (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share Basic And Diluted [Line Items]
Net income (loss)	$ 1,810,703	$ 4,162,599	$ (2,245,168)	$ 58,558	$ 5,973,302	$ (2,186,610)
Class A Common Stock
Earnings Per Share Basic And Diluted [Line Items]
Net income (loss)	$ 1,448,562		$ (1,796,134)		$ 4,778,642	$ (1,532,114)
Basic and diluted weighted average shares outstanding	20,000,000		20,000,000		20,000,000	11,704,545
Basic and diluted net income (loss) per common share	$ 0.07		$ (0.09)		$ 0.24	$ (0.13)
Class B Common Stock
Earnings Per Share Basic And Diluted [Line Items]
Net income (loss)	$ 362,141		$ (449,034)		$ 1,194,660	$ (654,496)
Basic and diluted weighted average shares outstanding	5,000,000		5,000,000		5,000,000	5,000,000
Basic and diluted net income (loss) per common share	$ 0.07		$ (0.09)		$ 0.24	$ (0.13)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - $ / shares		6 Months Ended
	Mar. 19, 2021	Jun. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Sale of stock, description of transaction		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share
Number of shares issuable upon conversion of each warrant	1
Exercise price of warrants or rights	$ 11.50	$ 11.50	$ 11.50
Initial Public Offering
Class Of Stock [Line Items]
Stock units issued during the period	20,000,000
Fully Exercised Over Allotment Option
Class Of Stock [Line Items]
Stock unit issue price per unit	$ 10

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	Mar. 19, 2021	Jun. 30, 2022	Dec. 31, 2021	Mar. 20, 2021
Class Of Warrant Or Right [Line Items]
Exercise price of warrants or rights	$ 11.50	$ 11.50	$ 11.50
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Exercise price of warrants or rights				$ 1.50
Sponsor | Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Warrants issued	4,000,000
Warrants issue price, per warrant	$ 1.50
Aggregate issue price of warrants	$ 6,000,000
Maximum additional warrants to be purchased	400,000
Additional warrants issue price per warrant	$ 1.50
Aggregated price of additional warrants to be purchased	$ 600,000
Sponsor | Private Placement Warrants | Class A Common Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants or rights	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 19, 2021	Mar. 16, 2021	Jan. 05, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 03, 2022	May 31, 2021
Related Party Transaction [Line Items]
Payment to cover stock issuance costs	$ 11,461,429
Promissory note outstanding				$ 296,600		$ 296,600
Working capital loans convertible into warrants maximum				$ 1,500,000		$ 1,500,000
Working capital loans convertible into warrants price per warrant				$ 1.50		$ 1.50
Loan drawn from related party						$ 500,000	$ 62,118
Working capital loans outstanding								$ 0
Accrued expenses				$ 515,137		515,137		622,863
Sponsor
Related Party Transaction [Line Items]
Accrued expenses				$ 93,655		$ 93,655		$ 91,150
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Promissory note aggregate principle amount			$ 300,000
Promissory note outstanding										$ 62,118
Sponsor | Convertible Promissory Note
Related Party Transaction [Line Items]
Promissory note aggregate principle amount									$ 1,500,000
Conversion warrant price per share									$ 1.50
Class B Common Stock
Related Party Transaction [Line Items]
Founder shares outstanding				5,000,000		5,000,000		5,000,000
Class B Common Stock | Over-Allotment Option
Related Party Transaction [Line Items]
Number of shares common stock forfeited						750,000		750,000
Class A Common Stock
Related Party Transaction [Line Items]
Founder shares outstanding				0		0		0
Class A Common Stock | Sponsor
Related Party Transaction [Line Items]
Common stock sale price per share equal or exceeds for not to transfer, assign or sale of founder shares			$ 12
Number trading days will be taken into consideration in 30-trading day period			20 days
Number of days after business combination			150 days
Founder Shares
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding after initial public offering			20%
Founder shares outstanding			5,000,000
Founder Shares | Over-Allotment Option
Related Party Transaction [Line Items]
Number of shares common stock forfeited			750,000
Founder Shares | Class B Common Stock
Related Party Transaction [Line Items]
Issuance of Class B common stock, Shares			5,750,000
Maximum number of shares to be forfeited if overallotment option is not exercised			750,000
Founder Shares | Class B Common Stock | Sponsor
Related Party Transaction [Line Items]
Payment to cover stock issuance costs			$ 25,000
Administrative Support Agreement | Sponsor
Related Party Transaction [Line Items]
Monthly related party fee		$ 10,000
Fees for services incurred and paid				$ 30,000	$ 5,000	$ 60,000	$ 35,000
Fees for services accrued				$ 20,000		$ 20,000		$ 0

Commitments - Additional Inform

Commitments - Additional Information (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) Demand $ / shares
Over-Allotment Option
Class Of Stock [Line Items]
Deferred fee per unit | $ / shares	$ 0.35
Deferred fee | $	$ 7,000,000
Maximum
Class Of Stock [Line Items]
Registration rights number of demand | Demand	3

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Class B percentage of common stock issued and outstanding upon completion of initial public offering	20%
Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, issued	20,000,000	20,000,000
Common stock, outstanding	20,000,000	20,000,000
Common stock, issued	0	0
Common stock, outstanding	0	0
Class B Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, issued	5,000,000	5,000,000
Common stock, outstanding	5,000,000	5,000,000
Class B Common Stock | Over-Allotment Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares common stock forfeited	750,000	750,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Warrant Liability [Line Items]
Warrants exercise period of business combination	30 days
Warrants exercise period of initial public offering	12 months
Warrants, expiration period	5 years
Redemption price per warrant	$ 0.01
Number of days for written notice of redemption	30 days
Minimum sale price of common stock specified to send notice of redemption to the warrant holders	$ 18
Percentage of equity proceeds	60%
Number of trading days weighted average trading price	20 days
Price of newly issued stock to cause adjustment of exercise warrant price	$ 9.20
Percentage of warrant exercise price adjusted to price received in new issuance	115%
Redemption trigger price per share	$ 10
Redemption of trigger price adjusted to new issuance per share	$ 18
Percentage of higher of market value and newly issued price	180%
Class A Common Stock
Warrant Liability [Line Items]
Redemption price per warrant	$ 0.10
Number of days for written notice of redemption	30 days
Minimum sale price of common stock specified to send notice of redemption to the warrant holders	$ 10
Class A Common Stock | Maximum
Warrant Liability [Line Items]
Minimum sale price of common stock specified to send notice of redemption to the warrant holders	18
Initial business combination effective issue price per share	$ 9.20
Public Warrants
Warrant Liability [Line Items]
Warrants outstanding	6,666,667	6,666,667
Private Placement Warrants Outstanding
Warrant Liability [Line Items]
Warrants outstanding	4,000,000	4,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured on Recurring Basis (Details) - Recurring Basis - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Marketable Securities Held in Trust Account | Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value on a recurring basis	$ 200,305,470	$ 200,015,241
Working Capital Loan | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant Liability	296,600
Redeemable Warrants | Level 1 | Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant Liability	666,667	4,602,614
Redeemable Warrants | Level 2 | Private Placement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant Liability	$ 400,000	$ 2,761,569

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Key Inputs into Binomial Lattice Model for Warrants (Details)	Jun. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares	Mar. 19, 2021 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Exercise price of warrants or rights	$ 11.50	$ 11.50	$ 11.50
Effective expiration date	Nov. 30, 2025	Aug. 03, 2026	Aug. 03, 2026
Market Price of Public Shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	9.76	9.76	9.75
Risk-Free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	2.97	1.20	0.99
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Redeemable Warrants - Private Placement - Level 3 - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value	$ 1,076,688	$ 2,761,569
Transfer to Level 2	(400,000)
Change in fair value	$ (676,688)	(1,684,881)
Fair value		$ 1,076,688

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of public warrants transferred from Level 3 to Level 1			$ 4,733,333
Fair value of public warrants transferred from Level 3 to Level 2		$ 400,000
Level 3 | Working Capital Loan
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value Transfer into Level 3	$ 0
Fair value Transfer out Level 3	$ 0

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Key Inputs into Pricing Model for Loan (Details) - Working Capital Loan		6 Months Ended
	Jun. 28, 2022 $ / shares	Jun. 30, 2022 $ / shares
Selected Debt Yield Rate
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.053	0.053
Market Price of Public Shares
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.0976	0.0976
Strike Price
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.1150	0.1150
Term (in years)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	2 months 12 days	2 months 12 days
Volatility
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.040	0.043
Risk-Free Rate
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.0319	0.0297
Dividend Yield
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0	0
Probability of Transaction
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Measurement key inputs	0.60	0.60

Fair Value Measurements - Sum_5

Fair Value Measurements - Summary of Changes in Fair Value (Details) - Level 3 - Working Capital Loan	Jun. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Issuance of working capital loan at June 28, 2022	$ 500,000
Initial measurement of draw on working capital loan – related party on June 28, 2022	(203,500)
Change in fair value of working capital loan at June 30, 2022	100
Fair value	$ 296,600