Carmell Therapeutics (CTCX) 10-Q 20 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 20, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Alpha Healthcare Acquisition Corp. III
Entity Central Index Key	0001842939
Entity File Number	001-40228
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1177 Avenue of the Americas
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	494-3296
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ALPA
Security Exchange Name	NASDAQ
Entity Address, State or Province	NY
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	86-1645738
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	ALPAU
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ALPAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,907,985
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,861,026

Condensed Balance Sheet

Condensed Balance Sheet - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 594,733	$ 774,192
Prepaid expenses	161,346	198,983
Total current assets	756,079	973,175
Marketable securities held in trust account	154,456,733	154,449,121
Total assets	155,212,812	155,422,296
Current liabilities:
Accrued offering costs	84,700	112,485
Accrued expenses	562,240	215,247
Due to related party	1,113	2,275
Total current liabilities	648,053	330,007
Deferred underwriting fees payable	5,405,436	5,405,436
Total liabilities	6,053,489	5,735,443
Commitments and Contingencies (Note 5)
Shareholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(5,297,842)	(4,762,700)
Total shareholders' deficit	(5,297,410)	(4,762,268)
Total Liabilities and Shareholders' Deficit	155,212,812	155,422,296
Common Class A [Member]
Current liabilities:
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 15,444,103 shares subject to possible redemption issued and outstanding	154,456,733	154,449,121
Shareholders' equity (deficit):
Common stock value	46	46
Common Class B [Member]
Shareholders' equity (deficit):
Common stock value	$ 386	$ 386

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000	100,000,000
Temporary Equity, Shares Issued	15,444,103	15,444,103
Temporary Equity, Shares Outstanding	15,444,103	15,444,103
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	463,882	463,882
Common stock shares outstanding	463,882	463,882
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	10,000,000	10,000,000
Common stock shares issued		3,861,026
Common stock shares outstanding		3,861,026

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
General and administrative expenses	$ 1,211	$ 535,142
Loss from operations	(1,211)	(535,142)
Other income:
Dividend and interest income	0	7,612
Net loss	(1,211)	(527,530)
Common Class A [Member]
Other income:
Net loss	$ 0	$ (12,379)
Weighted average shares outstanding of Class A common stock subject to possible redemption	0	15,444,103
Basic and diluted net loss per share, Class A common stock subject to possible redemption	$ 0	$ (0.03)
Weighted average shares outstanding	0	463,882
Basic and diluted net loss per share	$ 0	$ (0.03)
Common Class B [Member]
Other income:
Net loss	$ (1,211)	$ (103,030)
Weighted average shares outstanding	3,750,000	3,861,026
Basic and diluted net loss per share	$ 0	$ (0.03)

Statement of Operations (Parent

Statement of Operations (Parenthetical) - shares	Mar. 01, 2021	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note, Stock Split		1:1.2
Common Class B [Member]
Stockholders' Equity Note, Stock Split	1:1.2
Common stock shares outstanding	4,312,500		3,861,026
Common Class B [Member] | Over-Allotment Option [Member]
Common Stock Shares Subject To Forfeiture		562,500

Statement Of Changes In Shareho

Statement Of Changes In Shareholders' Equity (Deficit) - USD ($)	Total	Class A Common Stock Subject To Possible Redemption [Member]	Common Class A [Member]	Common Class B [Member]	Common Stock [Member]Class A Common Stock Subject To Possible Redemption [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jan. 20, 2021	$ 0					$ 0	$ 0	$ 0	$ 0
Beginning Balance (in Shares) at Jan. 20, 2021					0	0	0
Class B common stock issued to Sponsor (in Shares)							4,312,500
Class B common stock issued to Sponsor	25,000						$ 431	24,569
Net loss	(1,211)	$ 0	$ 0	$ (1,211)					(1,211)
Ending Balance at Mar. 31, 2021	23,789				$ 0	$ 0	$ 431	24,569	(1,211)
Ending Balance (in Shares) at Mar. 31, 2021					0	0	4,312,500
Beginning Balance at Jan. 20, 2021	0					$ 0	$ 0	0	0
Beginning Balance (in Shares) at Jan. 20, 2021					0	0	0
Class B common stock issued to Sponsor (in Shares)				25,000
Net loss	(527,530)
Ending Balance at Dec. 31, 2021	(4,762,268)				$ 154,449,121	$ 46	$ 386	0	(4,762,700)
Ending Balance (in Shares) at Dec. 31, 2021					15,444,103	463,882	3,861,026
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	(7,612)				$ 7,612				(7,612)
Net loss	(527,530)	$ (412,121)	$ (12,379)	$ (103,030)					(527,530)
Ending Balance at Mar. 31, 2022	$ (5,297,410)				$ 154,456,733	$ 46	$ 386	$ 0	$ (5,297,842)
Ending Balance (in Shares) at Mar. 31, 2022					15,444,103	463,882	3,861,026

Statement Of Changes In Share_2

Statement Of Changes In Shareholders' Equity (Deficit) (Parenthetical) - shares	Mar. 01, 2021	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note, Stock Split		1:1.2
Common Class B [Member]
Stockholders' Equity Note, Stock Split	1:1.2
Common stock shares outstanding	4,312,500		3,861,026
Over-Allotment Option [Member] | Common Class B [Member]
Common Stock Shares Subject To Forfeiture		562,500

Statement of Cash Flows

Statement of Cash Flows - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (1,211)	$ (527,530)
Adjustments to reconcile net loss to net cash used in operating activities
Interest earned in trust account		(7,612)
Changes in current assets and liabilities:
Prepaid expenses		37,637
Accrued expenses	1,211	346,993
Due to related party		(1,162)
Net cash used in operating activities		(151,674)
Cash Flows from Financing Activities:
Payment of offering costs		(27,785)
Net Change in Cash		179,459
Cash – beginning of period		774,192
Cash - end of the period		594,733
Supplemental Disclosure of cash flow information:
Deferred offering costs included in accrued offering costs	12,500
Deferred offering costs included in accrued offering costs	$ 25,000	0
Offering costs included in accrued offering costs		84,700
Accretion of the interest earned in trust account		$ 7,612

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Delaware corporation. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). While the Company may pursue an initial Business Combination target in any business or industry, it intends to focus its search on companies in the healthcare industry. The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not yet commenced any operations. All activity since January 21, 2021 (inception) relates to the Company’s formation, the Public Offering (as defined below), and activities necessary to identify a potential target for a Business Combination. Since our Initial Public Offering, we have not generated any operating revenues, and do not expect to generate any operating revenues, until after completion of our initial Business Combination. The registration statement for the Company’s Public Offering was declared effective on July 26, 2021. On July 29, 2021 (“IPO Date”), the Company consummated the Initial Public Offering of 15,000,000 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 $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. Each Private Placement Unit contains one share of Class A common stock (the “Private Placement Share”) and one fourth of one warrant (one whole warrant, a “Private Placement Warrant”). At the IPO Date, transaction costs amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 of other offering costs. The Company has also accrued underwriting fees of $5,250,000 that will be paid only if a business combination is entered into. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Non-Risk At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares of $5.27 is equal to the fair value of the Non-Risk On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 additional Units for a total amount of $4,441,030 resulting from the partial over-allotment exercise. The Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. Transaction costs related to the Underwriters’ partial over-allotment exercise amounted to $92,070, consisting of $88,820 of underwriting fees and $3,250 of other offering costs. The Company has also accrued underwriting fees of $155,436 that will be paid only if a business combination is entered into. The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. Following the closing of the Initial Public Offering on July 29, 2021, an amount of $154,441,030 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, including the Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-business combination company owns or acquires 50% or more of the 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 public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. 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 The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor 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 amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $594,733 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. The Company may withdraw interest income earned in the Trust Account to pay taxes. As of March 31, 2022 and December 31, 2021, none of the principal amount in the Trust Account was available to be withdrawn as described above. Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder share s, interest income earned in the Trust account that can be applied to income taxes, an d the remaining net proceeds from the sale of Private Placement Units held outside of the trust account, totaling $594,733 as of March 31, 2022. During the three months ended March 31, 2022, the Company had a net loss of $527,530, which primarily consisted of general and administrative costs. The $594,733 held outside of the Trust Account as of March 31, 2022, may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — 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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 shareholder 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 Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. These securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Earnings on these securities is included in dividend and interest income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. Through March 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date. Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. The over-allotment option (see Note 6) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through March 31, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the initial public offering. The Company’s statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per share is as follows for the three months ended March 31, 2022: Class A Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net income/(loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03) $ (0.03) $ (0.03) A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through March 31, 2021: Class A Class A Class B Allocation of undistributable losses — — (1,211 ) Net income/(loss) to Common shares $ — $ — $ (1,211) Weighted average shares outstanding, basic and diluted — — 3,750,000 Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00) 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. 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 balance sheet, primarily due to their short-term nature. 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. As of March 31, 2022 and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in trust account. Income Taxes The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022 and the period from January 21, 2021 (inception) to March 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On July 29, 2021, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million. Each unit consists of one share of Class A common stock and one-fourth Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described further in Note 4. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover for certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day On July 27, 2021, our sponsor transferred 25,000 founder shares to each of Darlene DeRemer, Eugene Podsiadlo, and William Woodward. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Non-Risk At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk Incentive Private Shares. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk The Sponsor, directors and executive officers have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-up”). Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 455,000 placement units, at a purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). As a result of the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A common stock issuable upon exercise of such Private Placement Warrants) will not be transferable or salable until 30 days after the completion of our Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Due to Related Party The balances of $1,113 and $2,275 as of March 31, 2022 and December 31, 2021, respectively, represent general and administrative costs paid by an affiliate of the Sponsor on behalf of the Company. Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. For the three months ended March 31, 2022, administrative fees incurred and paid to the affiliate of the Sponsor totaled $30,000. For the period from January 21, 2021 (inception) through March 31, 2021, no fees were incurred or paid under this agreement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. 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. As of March 31, 2022 and December 31, 2021, there were no written agreements in place for the Working Capital Loans. In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors (see Note 5). Forward Purchase Agreement The Company granted to the direct anchor investors an option, in their sole discretion, to subscribe to a forward purchase agreement for up to an aggregate of 60% (up to 10% per direct anchor investor) of the securities sold in one or multiple private placements to close prior to or concurrently with the closing of the initial business combination. The aggregate proceeds from the sale of any securities pursuant to these forward purchase agreements will be used for purposes related to the initial business combination. Since the issuance of the securities to the investors is contingent upon the closing of an equity financing in relation to the initial business combination, the terms of the forward purchase agreement will not create an obligation for either party until such financing occurs.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000, paid on July 29, 2021. Additionally, in connection with the partial over-allotment exercise, the underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds, or $88,820, paid on August 6, 2021. In addition to the cash underwriting discounts, the underwriters will be entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,405,436 of the gross proceeds of the Public Offering and the underwriters’ partial over-allotment exercise upon the completion of the Company’s initial Business Combination. Subscription Agreements In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors. Under these Subscription Agreements, the investors, who received the At Risk Incentive Private Shares, received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the initial Business Combination subject to a maximum of 10% of such offerings’ proceeds, and the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next special purpose acquisition company or other similar entity sponsored by Constellation Alpha Holdings. The investors who received the Non Risk Incentive Private Shares also received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the SPAC’s initial Business Combination subject to a maximum of 10% of such offerings’ proceeds if the Investor still holds their Public Shares at the business combination date. Since the number of shares or other instruments to be purchase by the investors is unknown, these rights to participate in future offerings do not meet definition of an equity contract. Risks and Uncertainties Management is currently monitoring the impact of the COVID-19

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Shareholder's Equity	Note 6 — Shareholder’s Equity Common Stock — On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding All shares and per share amounts have been retroactively restated to reflect the stock split. On July 29, 2021, the Company sold 15,000,000 Units, each unit consists of one share of Class A common stock and one-fourth On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day Both Class A and B shareholders vote together as a single class on all matters submitted to a vote of the Company shareholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one as-converted Preferred Stock – March 31, 2022 and Warrants – The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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. 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 warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Note 7 — Stock-based Compensation On July 27, 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. As such, the service period for these awards will start on the IPO date. As the share awards would vest only upon the consummation on a business combination, the compensation expense in relation to these grants would be not recognized until the closing of the initial business combination. As a result, the Company recorded no compensation expense for any periods through March 31, 2022. The fair value of the Founder Shares on the grant date was approximately $5.26 per share. The valuation performed by the Company determined the fair value of the Founder Shares on the date of grant based on the fair value of the Class A shares discounted for a) the probability of a successful business combination, and b) the lack of marketability. The aggregate grant date fair value of the award amounted to approximately $394,000. Total unrecognized compensation expense related to 75,000 unvested Founder Shares at March 31, 2022 amounted to approximately $394,000 and is expected to be recognized upon the initial business combination.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company did not identify any subsequent events that require adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s 10-K
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 shareholder 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
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. These securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Earnings on these securities is included in dividend and interest income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date.
Derivative Financial Instruments	Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. The over-allotment option (see Note 6) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480.
Net Loss per Common Stock share	Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through March 31, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the initial public offering. The Company’s statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per share is as follows for the three months ended March 31, 2022: Class A Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net income/(loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03) $ (0.03) $ (0.03) A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through March 31, 2021: Class A Class A Class B Allocation of undistributable losses — — (1,211 ) Net income/(loss) to Common shares $ — $ — $ (1,211) Weighted average shares outstanding, basic and diluted — — 3,750,000 Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00)
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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants.
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 balance sheet, primarily due to their short-term nature. 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. As of March 31, 2022 and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in trust account.
Income Taxes	Income Taxes The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022 and the period from January 21, 2021 (inception) to March 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Reconciliation of Net Loss per Share	A reconciliation of net loss per share is as follows for the three months ended March 31, 2022: Class A Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net income/(loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03) $ (0.03) $ (0.03) A reconciliation of net loss per share is as follows for the period from January 21 (Inception) through March 31, 2021: Class A Class A Class B Allocation of undistributable losses — — (1,211 ) Net income/(loss) to Common shares $ — $ — $ (1,211) Weighted average shares outstanding, basic and diluted — — 3,750,000 Basic and diluted net loss per share $ (0.00) $ (0.00) $ (0.00)

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share					$ 10		$ 10
Restricted Investments Term						185 days
Lock In Period For Redemption Of Public Shares After Closing Of IPO						24 months
Percentage of public shares to be redeemed in case business combination is not consummated					100.00%	100.00%
Equity Method Investment, Ownership Percentage						50.00%
Minimum Net Worth Required for Compliance						$ 5,000,001
Cash					$ 594,733	774,192
Net loss				$ (1,211)	(527,530)	(527,530)
Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance cost allocation based on derivative fair value						$ 239,247
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period						455,000
Class Of Warrants and Rights Issued, Price Per Warrant						$ 10
Proceeds from Issuance of Private Placement						$ 4,550,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 154,441,030
Stock issuance costs						3,461,151
Payments for Underwriting Expense						3,000,000
Other Offering Costs						461,151
Accrued underwriting fees						$ 5,250,000
IPO [Member] | Sponsor [Member] | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of Stock, Price Per Share		$ 10
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Other Offering Costs	3,250
Transaction costs incurred	92,070
Underwriting fees incurred	$ 88,820
Underwriting fees payable upon the consummation of business combination					155,436
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash					594,733
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		15,000,000
Net loss				0	$ (12,379)
Common Class A [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share Price		$ 5.27			$ 12
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		15,000,000
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 150,000,000
Overallotment option vesting period		45 days
Common Class B [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares for services						25,000
Net loss				(1,211)	$ (103,030)
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		600,900
Sale of Stock, Percentage of Ownership before Transaction		9.90%
Share Price		$ 5.27
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		225,000
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
Sale of Stock, Price Per Share		$ 5.27
Class A Common Stock Subject To Possible Redemption [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance cost allocation based on temporary equity fair value						$ 9,905,857
Net loss				$ 0	$ (412,121)
Class A Common Stock Subject To Possible Redemption [Member] | Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance costs						$ 10,145,105
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares		2,250,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jul. 29, 2021	Mar. 31, 2021	Dec. 31, 2021	Mar. 31, 2022
FDIC Insured Amount				$ 250,000
Offering costs incurred			$ 92,070
IPO [Member]
Stock issuance costs			$ 3,461,151
Common Class A [Member]
Temporary equity shares outstanding			15,444,103	15,444,103
Common Class A [Member] | IPO [Member]
Offering costs incurred			$ 233,411
Class A Common Stock Subject To Possible Redemption [Member]
Stock issuance cost allocation based on temporary equity fair value			9,905,857
Class A Common Stock Subject To Possible Redemption [Member] | IPO [Member]
Offering costs incurred			9,664,188
Common Class B [Member]
Weighted average shares subject to forfeiture		562,500
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Sale of Stock, Consideration Received on Transaction	$ 1,186,448
Public Warrants [Member]
Stock issuance cost allocation based on derivative fair value			239,247
Public Warrants [Member] | Class A Common Stock Subject To Possible Redemption [Member]
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs			9,897,599
Stock issuance costs			$ 10,145,105

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Net Loss per Share (Detail) - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable losses/ Net income/(loss) to Common shares	$ (1,211)	$ (527,530)	$ (527,530)
Class A Common Stock Subject To Possible Redemption [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable losses/ Net income/(loss) to Common shares	$ 0	$ (412,121)
Weighted average shares outstanding, basic and diluted	0	15,444,103
Basic and diluted net loss per share	$ 0	$ (0.03)
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable losses/ Net income/(loss) to Common shares	$ 0	$ (12,379)
Weighted average shares outstanding, basic and diluted	0	463,882
Basic and diluted net loss per share	$ 0	$ (0.03)
Common Class B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable losses/ Net income/(loss) to Common shares	$ (1,211)	$ (103,030)
Weighted average shares outstanding, basic and diluted	3,750,000	3,861,026
Basic and diluted net loss per share	$ 0	$ (0.03)

Initial Public Offering - Addit

Initial Public Offering - Additional information (Detail) - USD ($)	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Shares Issued, Price Per Share					$ 10	$ 10
Private Placement Warrants [Member] | Sponsor [Member]
Class of warrants and rights issued during the period				455,000
Class Of Warrants and Rights Issued, Price Per Warrant				$ 10
Proceeds from Issuance of Private Placement				$ 4,550,000
IPO [Member]
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 154,441,030
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Common Class A [Member]
Stock shares issued during the period shares		15,000,000
Common Class A [Member] | IPO [Member]
Stock shares issued during the period shares		15,000,000
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 150,000,000
Exercise price of warrant		$ 11.50
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares			2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Aug. 03, 2021	Jul. 29, 2021	Jul. 27, 2021	Jul. 26, 2021	Mar. 01, 2021	Jan. 25, 2021	Jan. 21, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Stock Issued During Period, Value, Issued for Services								$ 25,000
Shares Issued, Price Per Share									$ 10		$ 10
Stockholders' Equity Note, Stock Split									1:1.2
Due to related party									$ 1,113	$ 2,275
Related Party Transaction, Amounts of Transaction								$ 0
Founder Shares [Member]
Common Stock, Shares Subscribed but Unissued							3,593,750
Common stock par or stated value per share							$ 0.0001
Stock Issued During Period, Value, Issued for Services						$ 25,000	$ 25,000
Shares Issued, Price Per Share						$ 0.00696
Stock Issued During Period, Shares, Issued for Services						3,593,750
Office Space Administrative And Support Services [Member]
Expenses from Transactions with Related Party										10,000
Working Capital Loan [Member]
Due to related party									0	$ 0
Debt Instrument, Convertible, Warrants issued									$ 1,500,000
Warrants issued price per warrant									$ 1.50
Sponsor [Member]
Administrative fees									$ 30,000
Sponsor [Member] | Darlene DeRemer [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | Eugene Podsiadlo [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | William Woodward [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period										455,000
Proceeds from Issuance of Private Placement										$ 4,550,000
Over-Allotment Option [Member] | Founder Shares [Member]
Common Stock forfeiture provisions lapsed	111,026
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	451,464
Overallotment option vesting period	45 days
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
IPO [Member]
Shares Issued, Price Per Share		$ 10
Underwriting Agreement [Member] | Founder Shares [Member]
Stock shares issued during the period shares	2,250,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock shares issued during the period shares				2,250,000
Forward Purchase Agreement [Member]
Option granted to direct anchor investors to subscribe to agreement as percentage of aggregate securities sold in one or multiple private placements									60.00%
Option granted to direct anchor investors to subscribe to agreement percentage of as aggregate securities sold in one or multiple private placements per each direct anchor investor									10.00%
Common Class A [Member]
Common stock par or stated value per share					$ 0.0001				$ 0.0001	$ 0.0001
Common stock shares outstanding									463,882	463,882
Stock shares issued during the period shares		15,000,000
Common Class A [Member] | Sponsor [Member]
Share price		$ 5.27							$ 12
Number of trading days for determining the share price										20 days
Number of consecutive trading days for determining the share price										30 days
Waiting period after which the share trading days are considered										150 days
Common Class A [Member] | IPO [Member]
Shares Issued, Price Per Share		$ 10
Stock shares issued during the period shares		15,000,000
Common Class B [Member]
Common stock par or stated value per share					$ 0.0001				$ 0.0001	$ 0.0001
Stock Issued During Period, Shares, Issued for Services										25,000
Stockholders' Equity Note, Stock Split					1:1.2
Common stock shares outstanding					4,312,500					3,861,026
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member]
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member]
Stock shares issued during the period shares			225,000						600,900
Sale of Stock, Percentage of Ownership before Transaction										9.90%

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - USD ($)	Aug. 06, 2021	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Mar. 31, 2022	Jul. 14, 2021
NonRisk Incentive Private Shares [Member] | Maximum [Member] | Sponsor [Member]
Percentage of ownership shares through initial Business Combination						10.00%
Risk Incentive Private Shares [Member] | Minimum [Member] | Sponsor [Member]
Percentage of ownership shares through initial Business Combination						10.00%
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Stock shares issued during the period shares				2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		444,103
Stock Issued During Period, Value, Stock Options Exercised		$ 4,441,030
Cash underwriting discount percent	2.00%		2.00%
Payment of underwriting discount	$ 88,820		$ 3,000,000
Deferred underwriting fee percent					3.50%
Deferred underwriting commission					$ 5,405,436

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail) - $ / shares	Aug. 03, 2021	Jul. 29, 2021	Mar. 01, 2021	Mar. 31, 2022	Dec. 31, 2021	Jan. 25, 2021
Class of Stock [Line Items]
Equity Method Investment, Ownership Percentage					50.00%
Preferred stock par or stated value per share				$ 0.0001	$ 0.0001
Preferred stock shares authorized				1,000,000	1,000,000
Preferred stock shares issued				0	0
Preferred stock shares outstanding				0	0
Stockholders' Equity Note, Stock Split				1:1.2
Volume weighted average price of shares				$ 9.20
Proceeds from equity used for funding business combination as a percentage of the total					60.00%
Warrant [Member]
Class of Stock [Line Items]
Warrants and rights outstanding term				5 years
Common Class A [Member]
Class of Stock [Line Items]
Stock shares issued during the period shares		15,000,000
Common stock par or stated value per share			$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized			100,000,000	100,000,000	100,000,000
Common stock shares issued				463,882	463,882
Common Class A [Member] | Founder [Member]
Class of Stock [Line Items]
Percentage of common stock issued and outstanding					20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock par or stated value per share			$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized			10,000,000	10,000,000	10,000,000
Common stock shares issued					3,861,026
Stockholders' Equity Note, Stock Split			1:1.2
Stock Issued During Period, Shares, Stock Splits			4,312,500
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock par or stated value per share			$ 0.0001
Preferred stock shares authorized			1,000,000
Redemption of warrants equals or exceeds $18.00 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price				180.00%
Share price				$ 18	$ 11.50
Class of warrants or rights redemption price per unit				$ 0.01
Notice period of redemption warrant				30 days
Securities for capital with closing of initial business combination				20 days	20 days
Third trading day prior to date on which company notice of redemption				30 days	30 days
Redemption of warrants below $9.20 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price				115.00%
Share price				$ 9.20
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of additional shares purchased	444,103
Number of shares available for purchase	2,250,000
Number of shares lapsed	111,026
Number of founder shares forfeited	451,464
Over-Allotment Option [Member] | Common Class B [Member]
Class of Stock [Line Items]
Common Stock Shares Subject To Forfeiture				562,500
Common stock shares issued					3,593,750
Over-Allotment Option [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common Stock Shares Subject To Forfeiture						468,750
Equity Method Investment, Ownership Percentage						20.00%

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Detail) - USD ($)	Jul. 27, 2021	Dec. 31, 2021	Mar. 31, 2022
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Share based compensation		$ 0
Fair value of founder shares on the grant date			$ 5.26
Aggregate grant date fair value of the award			$ 394,000
Total unrecognized compensation expense related to unvested founder shares			394,000
Three Independent Director Nominees [Member] | Common Class B [Member] | Sponsor [Member]
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Stock Issued During Period, Shares, New Issues	25,000
Founder Shares [Member]
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Total unrecognized compensation expense related to unvested founder shares			$ 75,000