Kadem Sustainable Impact (KSI) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 29, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	Kadem Sustainable Impact Corporation
Entity Central Index Key	0001843351
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40224
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1306839
Document Transition Report	false
Document Annual Report	true
Entity Address, Address Line One	30 Broad Street
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	917
Local Phone Number	841-6202
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 168.2
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Philadelphia, PA
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	KSI
Entity Common Stock, Shares Outstanding		17,500,000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,375,000
Units [Member]
Document Information [Line Items]
Trading Symbol	KSICU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Trading Symbol	KSICW
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock for $11.50 per share
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 62,821	$ 0
Due from Sponsor	0	25,000
Prepaid expenses and other assets	699,391	0
Total Current Assets	762,212	25,000
Prepaid expenses – Long term	134,155	0
Marketable Securities held in Trust Account	175,013,336	0
Total Assets	175,909,703	25,000
Current Liabilities:
Accounts payable	34,078	0
Accrued expenses	350,033	0
State franchise tax accrual	159,826	0
Total Current Liabilities	543,937	0
Deferred underwriting discount and advisory fee	7,000,000	0
Warrant Liabilities	7,406,250	0
Total Liabilities	14,950,187	0
Class A common stock subject to possible redemption, 17,500,000 shares at redemption value as of December 31, 2021	175,000,000	0
Stockholders' (Deficit) Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in-capital	0	24,425
Accumulated deficit	(14,040,921)	0
Total Stockholders' (Deficit) Equity	(14,040,484)	25,000
Total Liabilities and Stockholders' (Deficit) Equity	175,909,703	25,000
Common Class A [Member]
Stockholders' (Deficit) Equity:
Common Stock	0	0
Common Class B [Member]
Stockholders' (Deficit) Equity:
Common Stock	$ 437	$ 575

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Class A common stock, subject to possible redemption, shares	17,500,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	250,000,000
Common stock, shares, issued	17,500,000
Common stock, shares outstanding	17,500,000
Common Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	250,000,000
Common stock, shares, issued	0
Common stock, shares outstanding	0
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares, issued	4,375,000
Common stock, shares outstanding	5,750,000

Statements of Operations

Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Operating expenses:
General and administrative expenses	$ 0	$ 1,414,235
State franchise taxes, other than income tax	0	159,826
Loss from operations	0	1,574,061
Other Expenses (Income):
Offering costs allocated to warrant liabilities	0	487,723
Change in fair value of warrants	0	(5,868,750)
Interest income	0	(13,369)
Total other income	0	(5,394,396)
Net Income	$ 0	$ 3,820,335
Basic and diluted net income per share,	$ 0	$ 0.21
Common Class B [Member]
Other Expenses (Income):
Basic and diluted weighted average shares outstanding	5,750,000	4,424,229
Basic and diluted net income per share,	$ 0	$ 0.21
Class A Stock Subject to Redemption [Member]
Other Expenses (Income):
Basic and diluted weighted average shares outstanding	0	13,760,274
Basic and diluted net income per share,	$ 0	$ 0.21

Statements of Changes in Stockh

Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Common Class A [Member]Common Stock	Common Class B [Member]Common Stock
Beginning balance at Dec. 28, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance , Shares at Dec. 28, 2020				0	0
Issuance of Class B common stock	25,000	24,425			$ 575
Issuance of Class B common stock, Shares					5,750,000
Net income	0			$ 0	$ 0
Ending balance at Dec. 31, 2020	25,000	24,425	0	$ 0	$ 575
Ending Balance , Shares at Dec. 31, 2020				0	5,750,000
Class B Common Stock forfeited		138			$ (138)
Class B Common Stock forfeited , Shares					1,375,000
Remeasurement of Class A common stock to redemption	(17,885,819)	(24,563)	(17,861,256)
Net income	3,820,335		3,820,335	$ 2,890,860	$ 929,475
Ending balance at Dec. 31, 2021	$ (14,040,484)	$ 0	$ (14,040,921)	$ 0	$ 437
Ending Balance , Shares at Dec. 31, 2021				0	4,375,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash flow from operation activities:
Net income	$ 0	$ 3,820,335
Adjustments to reconcile net income to net cash used in operating activities:
Trust income reinvested in Trust Account		(13,336)
Change in fair value of warrants	0	(5,868,750)
Offering costs allocated to warrant liabilities	0	487,723
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		384,111
Increase in State franchise tax accrual		159,826
Increase in prepaid expenses and other assets		(833,546)
Net cash used in operating activities		(1,863,637)
Cash flows from investing activities:
Cash deposited in Trust Account		(175,000,000)
Net cash used in investing activities		(175,000,000)
Cash flows from financing activities:
Proceeds from issuance of Class A Common Stock and public warrants		175,000,000
Proceeds from issuance of private placement warrants		4,875,000
Proceeds from issuance of Class B Common Stock		25,000
Payment of underwriter discount and offering costs		(2,973,542)
Net cash provided by financing activities		176,926,458
Net increase in cash		62,821
Cash at beginning of period		0
Cash at end of period	0	62,821
Supplemental disclosure of non-cash financing activities:
Initial classification of warrant liability		13,275,000
Deferred underwriting discount and advisory fee	0	7,000,000
Remeasurement of Class A common stock to redemption amount		$ 17,885,819
Issuance of Class B common stock in return of increase in due from sponsor	$ 25,000

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	Note 1 — Description of Organization, Business Operations and Going Concern Organization and General Kadem Sustainable Impact Corporation (the “ Company Initial Business Combination Securities Act Start-ups JOBS Act As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 29, 2020 (inception) to December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“ IPO ”) described below, the identification and evaluation of prospective acquisition targets for an Initial Business Combination and ongoing administrative and compliance matters. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on marketable securities from the proceeds derived from the IPO. The Company has selected December 31st as its fiscal year end. Sponsor and Financing The Company’s sponsor is Kadem Management, LLC, a Delaware limited liability company (the “ Sponsor Effective Date Units Class A Common Stock Public Shares Simultaneously with the closing of the IPO, the Company consummated the sale of 4,875,000 warrants (the “ Private Placement Warrants Private Placement The Trust Account Following the closing of the IPO, $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and certain of the proceeds of the Private Placement was placed in a trust account (the “ Trust Account 2a-7 months from the closing of the IPO or (B) with respect to any other material provision relating to the rights of holders of Class A Common Stock or pre-Initial The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such cash, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A Common Stock have been recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“ FASB ASC Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the IPO, 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 subject to lawfully available funds therefor, redeem the Public Shares, at a per-share $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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. The Sponsor does not have any rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by it if the Company fails to complete the Initial Business Combination within 24 months of the closing of IPO. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A Common Stock after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no pre-emptive Going Concern As of December 31, 2021, the Company had $62,821 of cash in its operating bank account and working capital of approximately $218,275. Prior to the completion of the Public Offering, the Company’s liquidity needs were satisfied through a capital contribution of $ from the Sponsor in exchange for the issuance of the Founder Shares. Subsequent to the consummation of the Public Offering, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of Private Placement Warrants for $ (see Note , not held in the Trust Account. In addition, in order to finance transaction costs in connection with a b c , , the Company entered into the Working Capital Loan with . The Working Capital Loan will either be repaid upon consummation of a b c million of such Working Capital Loan may be convertible into warrants of the post- b c per warrant. The warrants would be identical to the Private Placement Warrants. If the Company does not complete a b c The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans. Also, the Company is subject to mandatory liquidation and subsequent dissolution if no business combination is consummated within twenty-four months from the IPO filing date. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Risks and Uncertainties Impact of COVID-19 On January 30, 2020, the World Health Organization (“ WHO COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Impact of the military conflict in Ukraine In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP 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 Start-ups JOBS Act non-binding 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 Securities Exchange Act of 1934, as amended) 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 to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of December 31, 2021 and 2020 the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities would be included in the accompanying statement of operations, to which there were none during the year ended December 31, 2021 or for the period from December 29, 2020 (inception) to December 31, 2020. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend date. As of December 31, 2021 and 2020, the Company had $175,013,336 and $0, respectively, in marketable securities held in the Trust Account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” (“ ASC 820 As of December 31, 2021 and 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, the Company incurred costs in the aggregate of $ , consisting of $ of underwriting discount (which was offset by an $ fee reimbursement), $ of deferred underwriting discount, $ deferred advisory fee and $ of other offering costs. Offering costs have been allocated to the public and private placement warrants issued in the Initial Public Offering based on their relative fair value basis compared to total proceeds received. Offering costs of $ associated with warrant liabilities have been expensed in the statement of operations and offering costs associated with the Class A common stock of $ (note 7) have been charged to stockholders’ equity , as Remeasurement of Class A common Stock to redemption. Shares of Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC Public Warrants and Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,875,000 Private Placement Warrants at a price of $1.00 per whole Warrant ($4,875,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, as discussed in Note 4. Pursuant to the IPO, the Company issued 17,500,000 units at a price of $10.00 per unit for a total of $175,000,000 (the “ Units one-half Public Warrants The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company evaluated the Public Warrants and Private Placement Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public Warrants and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s outstanding shares of Common Stock. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the conversion of the Working Capital Loan warrants to Class A common shares, upon merger, in the calculation of diluted income per share, since no amounts were drawn from the Working Capital Loan as of December 31, 2021. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company has two classes of shares, which are referred to as Class A subject to possible redemption and Class B common stock. The Company’s statement of operations includes a presentation of net income per share for each of Class A and B common stock in a manner similar to the two-class Non-redeemable C The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the Period from Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,890,860 $ 929,475 $ — $ — Denominator Weighted average shares outstanding, basic and diluted 13,760,274 4,424,229 — 5,750,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ — Income Taxes The Company follows the asset and liability method of accounting for income FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties on 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 is subject to income tax examinations by major taxing authorities since inception. The Company had a franchise tax liability of $159,826 and $0 respectively, as of December 31, 2021 and 2020 . Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ ASU No. 2020-06, 470-20) 815-40): ASU 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company issued 17,500,000 units at a price of $10.00 per unit for a total of $175,000,000 (the “ Units Each Unit consists of one Public Share, and one-half Warrant Warrants Following the closing of the IPO, $175,000,000 ($10.00 per Unit) was placed in the Trust Account, which can be invested only in U.S. government securities having a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company granted the underwriters a 45-day

Related Party Transaction

Related Party Transaction	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	Note 4 — Related Party Transactions Founder Shares On December 29, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock (the “ Founder Shares 718,750 Founder Shares to the Company at no cost. On May 3, 2021, because the underwriters did not exercise in full their over-allotment option, 656,250 shares of Founder Shares were forfeited, at no cost, so that the total number of Founder Shares outstanding were reduced from 5,031,250 to 4,375,000 shares, representing 20% of the Company’s issued and outstanding shares after the IPO. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A Common Stock issuable upon conversion thereof. The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into shares of Class A Common Stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their Founder Shares into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Sponsor does not have any redemption rights with respect to any Founder Shares and any Public Shares held by it in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the IPO, the Sponsor will not have any rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last 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 Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,875,000 Private Placement Warrants at a price of $1.00 per whole Warrant ($4,875,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account such that at the closing of the IPO $175,000,000 was held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the IPO, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. The Private Placement Warrants will be non-redeemable The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Administrative Support Agreement Commencing on the date of the closing of the IPO and securities effectively listed in the Stock Exchange (March 19, 2021), the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. On March 19, 2021, the Company fully prepaid $120,000 for the next 12 months. For the year ended December 31, 2021, the Company expensed $94,685, so that related prepaid expense balance is $25,315 as of December 31, 2021. 71 Related Party Loans On December 29, 2020, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “ Note ”). This loan was no n-interest bearing and payable on the earlier of June 30, 2021, or the completion of the IPO (the “ Maturity Date ”). No amounts were drawn down under the Note. On November 17, 2021, the Company issued an unsecured promissory note in the principal amount of $1,500,000 to the Sponsor. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the Initial Business Combination. If the Company does not complete an Initial Business Combination, the Working Capital Loan shall not be repaid, and all amounts owed under it will be forgiven. Upon the consummation of an Initial Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Working Capital Loan into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “ Working Capital Warrants

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Underwriting Agreement The Company granted the underwriters a 45-day , 202 On March 19, 2021, the Company paid a fixed underwriting discount of $3,500,000, which was calculated as 2.0% of the gross proceeds of the IPO, which was offset by an $875,000 fee reimbursement paid by the underwriters to the Company. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross offering proceeds of the IPO, or $6,125,000 (the “ Deferred Discount Advisory Fee Registration Rights The holders of Founder Shares, Private Placement Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement signed on March 16, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level : Observable inputs other than Level inputs. Examples of Level inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 175,013,336 $ — Liabilities: Public Warrants 1 $ 4,725,000 $ — Private Placement Warrants 3 $ 2,681,250 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of Public Warrant l Level 1 instruments include marketable securities liability liability Level 3 instruments include the Private Placement Warrant liability. The Company measured the Private Placement Warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the Private Placement Warrant liability used assumptions and estimates the Company believed would have been made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates were obtained. Changes in the fair value of the Public Warrant liability liability other income in the Warrant liability Warrant liability liabilities. Level 3 Disclosures The fair value of the Public Warrant liability was initially measured using a Monte Carlo simulation model. Subsequently, the fair value of Public Warrants is measured based on the listed market price of such warrants, a Level 1 measurement. The Private Placement Warrants outstanding are initially and subsequently measured at fair value using a Modified Black-Scholes Option Pricing model. Inherent in the Pricing model assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based upon historical volatility of select peer company’s Class A common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The fair value is classified as Level 3 in the fair value hierarchy due to the significant management judgment required for the assumptions underlying the calculation of value. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial and subsequent measurement: March 19, December 31, Stock Price $ 9.90 $ 9.68 Exercise Price 11.50 11.50 Expected term 5.0 5.00 Risk-free rate 0.90 % 1.26 % Annual volatility 17.50 % 12.00 % Probability of successful acquisition 90 % 90 % Dividend yield 0 % 0 % The following table presents changes in the fair value of warrant liabilities for the year ended December 31, 2021: Description Public Private Warrant Warrant liabilities as of January 1, 2021 $ — $ — $ — Issuance of Public Warrants and Private Placement Warrants 8,400,000 4,875,000 13,275,000 Change in fair value of warrant liabilities (3,675,000 ) (2,193,750 ) (5,868,750 ) Warrant liabilities as of December 31, 2021 $ 4,725,000 $ 2,681,250 7,406,250 The Company’s other financial instruments’ fair value, including accounts payable and accrued expenses, approximate their carrying value due to the relatively short maturity of those instruments.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 17,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the accompanying balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (8,400,000 ) Class A common stock issuance costs (9,485,819 ) Plus: Remeasurement of carrying value to redemption value (17,885,819 ) Class A common stock subject to possible redemption $ 175,000,000

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' (Deficit) Equity	Note 8 — Stockholders’ (Deficit) Common Stock The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2021, there were 17,500,000 shares of Class A common stock issued and outstanding and 4,375,000 Founder Shares of Class B common stock issued and outstanding, after 656,250 Founder Shares were forfeited on May 3, 2021, because the underwriters did not exercise in full their over-allotment option. The forfeited shares returned to the authorized but unissued Founder Class B Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if (a) 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 Company’s board 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 the Initial Business Combination (net of redemptions), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 12 months from the closing of the IPO. provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has not registered the shares of Class A Common Stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the issuance of shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the Warrants become exercisable, the Company may r edee • 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, referred to as the 30-day • if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering 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 Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of the Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The “fair market value” of the Class A Common Stock shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 — Income Taxes As of December 31, 2021, the Company’s net deferred tax assets are as follows: Deferred Tax Asset s Organizational costs/Start up expenses $ 296,989 Federal net operating loss 33,563 Total deferred tax assets $ 330,552 Deferred tax liabilities: Unrealized gain on Trust Account $ (2,807 ) Total Deferred tax liabilities $ (2,807 ) Net deferred tax assets before valuation allowance $ 327,745 Valuation allowance $ (327,745 ) Net assets — The income tax provision for the year ended December 31, 2021, consists of the following: Federal: Current $ — Deferred (327,745 ) State: Current — Deferred — Change in valuation allowance 327,745 Income tax provision $ — As of December 31, 2021, the Company has $159,826 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $327,745. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs allocated to warrant liabilities 2.7 % Change in valuation allowance (23.7 ) % Income tax provision 0.0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 The Company drew down a total of $300,000 drawn down under the Working Capital Loan. Management has evaluated the impact of subsequent events through the date the financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP
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 Start-ups JOBS Act non-binding 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 Securities Exchange Act of 1934, as amended) 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 to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. As of December 31, 2021 and 2020 the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Investments Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities would be included in the accompanying statement of operations, to which there were none during the year ended December 31, 2021 or for the period from December 29, 2020 (inception) to December 31, 2020. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend date. As of December 31, 2021 and 2020, the Company had $175,013,336 and $0, respectively, in marketable securities held in the Trust Account.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” (“ ASC 820 As of December 31, 2021 and 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, the Company incurred costs in the aggregate of $ , consisting of $ of underwriting discount (which was offset by an $ fee reimbursement), $ of deferred underwriting discount, $ deferred advisory fee and $ of other offering costs. Offering costs have been allocated to the public and private placement warrants issued in the Initial Public Offering based on their relative fair value basis compared to total proceeds received. Offering costs of $ associated with warrant liabilities have been expensed in the statement of operations and offering costs associated with the Class A common stock of $ (note 7) have been charged to stockholders’ equity , as Remeasurement of Class A common Stock to redemption.
Shares of Class A Common Stock Subject to Possible Redemption	Shares of Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC
Public Warrants and Private Placement Warrants	Public Warrants and Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,875,000 Private Placement Warrants at a price of $1.00 per whole Warrant ($4,875,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, as discussed in Note 4. Pursuant to the IPO, the Company issued 17,500,000 units at a price of $10.00 per unit for a total of $175,000,000 (the “ Units one-half Public Warrants The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company evaluated the Public Warrants and Private Placement Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public Warrants and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s outstanding shares of Common Stock. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.
Net Income (Loss) per Common Share	Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the conversion of the Working Capital Loan warrants to Class A common shares, upon merger, in the calculation of diluted income per share, since no amounts were drawn from the Working Capital Loan as of December 31, 2021. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company has two classes of shares, which are referred to as Class A subject to possible redemption and Class B common stock. The Company’s statement of operations includes a presentation of net income per share for each of Class A and B common stock in a manner similar to the two-class Non-redeemable C The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the Period from Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,890,860 $ 929,475 $ — $ — Denominator Weighted average shares outstanding, basic and diluted 13,760,274 4,424,229 — 5,750,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ —
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties on 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 is subject to income tax examinations by major taxing authorities since inception. The Company had a franchise tax liability of $159,826 and $0 respectively, as of December 31, 2021 and 2020 .
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ ASU No. 2020-06, 470-20) 815-40): ASU 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the Period from Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,890,860 $ 929,475 $ — $ — Denominator Weighted average shares outstanding, basic and diluted 13,760,274 4,424,229 — 5,750,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of fair values of assets and liabilities	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 175,013,336 $ — Liabilities: Public Warrants 1 $ 4,725,000 $ — Private Placement Warrants 3 $ 2,681,250 $ —
Summary Of Quantitative Information Regarding Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial and subsequent measurement: March 19, December 31, Stock Price $ 9.90 $ 9.68 Exercise Price 11.50 11.50 Expected term 5.0 5.00 Risk-free rate 0.90 % 1.26 % Annual volatility 17.50 % 12.00 % Probability of successful acquisition 90 % 90 % Dividend yield 0 % 0 %
Summary of changes in the fair value of warrant liabilities	The following table presents changes in the fair value of warrant liabilities for the year ended December 31, 2021: Description Public Private Warrant Warrant liabilities as of January 1, 2021 $ — $ — $ — Issuance of Public Warrants and Private Placement Warrants 8,400,000 4,875,000 13,275,000 Change in fair value of warrant liabilities (3,675,000 ) (2,193,750 ) (5,868,750 ) Warrant liabilities as of December 31, 2021 $ 4,725,000 $ 2,681,250 7,406,250

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Summary Of Reconciliation Of Temporary Equity From Cash Flows Received To The Outstanding Value	The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (8,400,000 ) Class A common stock issuance costs (9,485,819 ) Plus: Remeasurement of carrying value to redemption value (17,885,819 ) Class A common stock subject to possible redemption $ 175,000,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Components of Deferred Tax Assets and Liabilities [Abstract]
Summary of net deferred tax assets [Table Text Block]	As of December 31, 2021, the Company’s net deferred tax assets are as follows: Deferred Tax Asset s Organizational costs/Start up expenses $ 296,989 Federal net operating loss 33,563 Total deferred tax assets $ 330,552 Deferred tax liabilities: Unrealized gain on Trust Account $ (2,807 ) Total Deferred tax liabilities $ (2,807 ) Net deferred tax assets before valuation allowance $ 327,745 Valuation allowance $ (327,745 ) Net assets —
Summary of income tax provision	The income tax provision for the year ended December 31, 2021, consists of the following: Federal: Current $ — Deferred (327,745 ) State: Current — Deferred — Change in valuation allowance 327,745 Income tax provision $ —
Summary of reconciliation of the federal income tax rate to the effective tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs allocated to warrant liabilities 2.7 % Change in valuation allowance (23.7 ) % Income tax provision 0.0 %

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Dec. 31, 2021	Nov. 17, 2021	Dec. 31, 2020
Proceeds from issuance of warrants		$ 4,875,000
Fair value of assets in trust to be used for business combinations percentage		50.00%
Cash		$ 62,821		$ 0
Net working capital		218,275
Reimbursement for expenses		$ 25,000
Working Capital Loan convertible into warrants			$ 1
Sponsor [Member] | Promissory Note [Member]
Issuance Of Unsecured Promissory Note			$ 1.5
Business Combination [Member]
Number of business days after the expiry date within which the public shares shall be redeemed		24 days
Business Combination, Net tangible assets		$ 5,000,001
Estimated liquidation expenses		$ 100,000
Asset Held In Trust [Member]
Sale of stock issue price per share	$ 10	$ 10
Proceeds from issuance of warrants	$ 175,000,000	$ 175,000,000
Fair value of assets in trust to be used for business combinations percentage		80.00%
Asset Held In Trust [Member] | Business Combination [Member]
Number of business days after the expiry date within which the public shares shall be redeemed On Obligation		24 days
Percentage of public shareholding eligible for redemption on non occurrence of business combination		100.00%
Common Class A [Member]
Common stock, Shares par value		$ 0.0001
Working Capital Loan convertible into warrants	$ 11.50
IPO [Member] | Private Placement [Member]
Stock issued during period shares, new issues	4,875,000	4,875,000
Sale of stock issue price per share	$ 1	$ 1
Cash through proceeds from the consummation of Private Placement Warrants	$ 4,875,000	$ 4,875,000
Proceeds from issuance of warrants		$ 4,875,000
IPO [Member] | Common Class A [Member]
Stock issued during period shares, new issues	4,875,000
Sale of stock issue price per share	$ 1
IPO [Member] | Common Class A [Member] | Public Warrants [Member]
Stock issued during period shares, new issues	17,500,000	17,500,000
Common stock, Shares par value	$ 0.0001
Sale of stock issue price per share	$ 10	$ 10
Cash through proceeds from the consummation of Private Placement Warrants	$ 175,000,000	$ 175,000,000
Working Capital Loan convertible into warrants		$ 11.50

Summary of Significant Accoun_4

Summary of Significant Accounting Policies -Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net income	$ 0	$ 3,820,335
Denominator:
Basic and diluted net income per share	$ 0	$ 0.21
Common Class A [Member]
Denominator:
Weighted average shares outstanding, basic and diluted	0	13,760,274
Common Class A [Member] | Common Stock [Member]
Numerator:
Allocation of net income	$ 0	$ 2,890,860
Common Class B [Member]
Denominator:
Weighted average shares outstanding, basic and diluted	5,750,000	4,424,229
Basic and diluted net income per share	$ 0	$ 0.21
Common Class B [Member] | Common Stock [Member]
Numerator:
Allocation of net income	$ 0	$ 929,475

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Nov. 17, 2021
Cash federal depository insurance coverage		$ 250,000
Investments held in trust account		175,013,336	$ 0
Offering Costs		9,973,542
Underwriting Discount		3,500,000
Reimbursement Fee		875,000
Deferred Underwriting Discount		6,125,000
Deferred Advisory Fee		875,000
Other Offering Costs		348,542
Transaction costs allocated to warrant liabilities		487,723
Deferred Offering Costs		9,485,819
Unrecognized tax benefits		0
Income tax penalities and interest expense		$ 159,826	$ 0
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding		13,625,000
Fair value of assets in trust to be used for business combinations percentage		50.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 1
Proceeds from Working Capital Loan		$ 0
Private Placement [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	4,875,000	4,875,000
Sale of stock issue price per share	$ 1	$ 1
Gross proceeds from initial public offering	$ 4,875,000	$ 4,875,000
Common Class A [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Common Class A [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	4,875,000
Sale of stock issue price per share	$ 1
Common Class A [Member] | Public Warrants [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	17,500,000	17,500,000
Sale of stock issue price per share	$ 10	$ 10
Gross proceeds from initial public offering	$ 175,000,000	$ 175,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Dec. 31, 2021	Nov. 17, 2021
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis	one
Exercise price of warrants			$ 1
Class of warrant or right, threshold trading days expiry term	five years
Proceeds from issuance of warrants		$ 4,875,000
Asset Held In Trust [Member]
Disclosure Of Initial Public Offer [Line Items]
Sale of stock issue price per share	$ 10	$ 10
Proceeds from issuance of warrants	$ 175,000,000	$ 175,000,000
Restricted Investments Term		185 days
Minimum [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrant or right, threshold trading days for exercise from date of business combination	30 days
Maximum [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrant or right, threshold trading days for exercise from date of business combination	12 months
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis	one-half of one
Common Class A [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of shares entitlement per warrant	1
Exercise price of warrants	$ 11.50
IPO [Member] | Common Class A [Member]
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares, new issues	4,875,000
Sale of stock issue price per share	$ 1
IPO [Member] | Common Class A [Member] | Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares, new issues	17,500,000	17,500,000
Sale of stock issue price per share	$ 10	$ 10
Gross proceeds from initial public offering	$ 175,000,000	$ 175,000,000
Exercise price of warrants		$ 11.50
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares, new issues	2,625,000
Option period for the underwriter's over-allotment option	45 days

Related Party Transaction - Add

Related Party Transaction - Additional information (Detail) - USD ($)	May 03, 2021	Mar. 19, 2021	Jan. 26, 2021	Dec. 31, 2020	Dec. 29, 2020	Dec. 31, 2021	Nov. 17, 2021
Stock shares issued during the period for services value				$ 25,000
Liquidating distribution lock in period from the closing of IPO			24 months
Proceeds from Issuance of Warrants						$ 4,875,000
Exercise price of warrants							$ 1
Minimum lock In period for transfer, assign or sell warrants after completion of IPO						30 days
Issuance of warrants shares						175,000,000
Cash withdraw from working capital loan						$ 0
Repayment of working capital loan							$ 1,500,000
Private Placement Warrants
Class of warrants and rights issued price per warrant						$ 1
Proceeds from Issuance of Warrants						$ 4,875,000
Sponsor [Member] | Founder Shares [Member]
Stock shares issued during the period for services value				$ 5,750,000
Sponsor [Member] | Private Placement Warrants
Class of warrants and rights issued during the period						4,875,000
Related Party Loans
Debt face amount					$ 300,000
Debt Instrument Interest Rate					0.00%
Debt Instrument, Maturity Date					Jun. 30, 2021
Office space, administrative and support services | Sponsor [Member]
Related party transaction, amounts of transaction		$ 10,000
Administrative Support Agreement [Member]
Related party expense prepaid		$ 120,000
Related party expenses						$ 94,685
Prepaid expense balance						$ 25,315
Common Class A [Member]
Shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Common stock shares outstanding						17,500,000
Common Class A [Member] | Private Placement Warrants
Shares issuable per warrant						1
Exercise price of warrants						$ 11.50
Common Class A [Member] | Working Capital Warrants [Member]
Debt face amount							$ 1
Converstion of working capital loan into warrents, per share							$ 0.0001
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve
Share transfer, trigger price per share						12
Number of consecutive trading days for determining share price						20
Number of trading days for determining share price						30
Threshold number of trading days for determining share price from date of business combination						150 days
Common Class B [Member]
Number of shares forfeited during the period	656,250
Shares Issued, Value, Share-based Payment Arrangement, Forfeited	$ 0
Common stock shares outstanding	4,375,000					5,750,000
Common Class B [Member] | Maximum [Member]
Common stock shares outstanding	5,031,250
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Aggregate value held by sponsor					$ 25,000
Stock surrendered during the period, shares			718,750
Common Class F [Member] | Sponsor [Member]
Common stock, threshold percentage on conversion of shares			20

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Mar. 16, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Underwriting discount paid	$ 3,500,000
Underwriting discount paid, percentage	2.00%
Reimbursement fee paid by the underwriters	$ 875,000
Deferred underwriting discount, percentage paid	3.50%
Deferred underwriting discount	$ 6,125,000
Advisory fee, percentage paid	0.50%
Advisory Fee	$ 875,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Stock issued during period shares, new issues	2,625,000
Under writers [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Over-allotment option vesting period		45 days
Stock issued during period shares, new issues		2,625,000
Over-allotment units, exercised			0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Values of Assets and Liabilities (Detail)	Dec. 31, 2021USD ($)
Public Warrants [Member]
Liabilities:
Public and Private Placement Warrants	$ 4,725,000
Private Placement Warrants [Member]
Liabilities:
Public and Private Placement Warrants	2,681,250
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 175,013,336

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Change in fair value of warrants	$ 0	$ (5,868,750)
Public Warrants [Member]
Change in fair value of warrants		5,868,750
Private Placement Warrants [Member]
Change in fair value of warrants		$ 5,868,750

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Detail)	Dec. 31, 2021sharesyr	Mar. 19, 2021sharesyr
Stock Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.68	9.90
Exercise Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Expected term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	5	5
Risk-free rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.26	0.90
Annual volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	12	17.50
Probability of successful acquisition [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	90	90
Dividend yield [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

Fair value measurements - Sum_3

Fair value measurements - Summary of changes in the fair value of warrant liabilities (Detail) - Level 3 [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public Warrants and Private Placement Warrants	$ 8,400,000
Change in fair value of warrant liabilities	(3,675,000)
Warrant liabilities of year	4,725,000
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	0
Issuance of Public Warrants and Private Placement Warrants	4,875,000
Change in fair value of warrant liabilities	(2,193,750)
Warrant liabilities of year	2,681,250
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	0
Issuance of Public Warrants and Private Placement Warrants	13,275,000
Change in fair value of warrant liabilities	(5,868,750)
Warrant liabilities of year	$ 7,406,250

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Class A Stock Subject to Redemption [Member]	Dec. 31, 2021$ / sharesshares
Temporary Equity [Line Items]
Temporary equity shares authorized	250,000,000
Temporary equity par or stated value per share | $ / shares	$ 0.0001
Temporary equity shares outstanding	17,500,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Summary Of Class A Common Stock Subject to Possible redemption Reflected on the Condensed Balance Sheet (Detail) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity Disclosure [Abstract]
Gross Proceeds	$ 175,000,000
Proceeds allocated to Public Warrants	(8,400,000)
Class A common stock issuance costs	(9,485,819)
Remeasurement of carrying value to redemption value	(17,885,819)
Class A common stock subject to possible redemption	$ 175,000,000	$ 0

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity - Additional Information (Detail) - $ / shares	Dec. 31, 2020	Dec. 31, 2021	Nov. 17, 2021	May 03, 2021	Mar. 19, 2021
Voting rights		one vote
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001
Preferred Stock, Shares Issued		0
Preferred Stock, Shares Outstanding		0
Warrant exercise price			$ 1
Proceeds from issuances percentage		60.00%
Warrant exercise price, Adjustment percentage		115.00%
Number of days to file with the SEC a registration statement		15 days
Warrants expiration, Terms		5 years
Effective days for registration statement to be available		30 days
Notice of redemption, Period		30 days
Private Placement Warrant [Member]
Warrant redemption price		$ 0.01
Number of consecutive trading days determining warrant redeemable		20 days
Number of trading days determining warrant redeemable		30 days
Common Class A [Member]
Common stock, shares authorized		250,000,000
Common stock, Shares par value		$ 0.0001
Common stock, shares, issued		17,500,000
Common Stock outstanding		17,500,000
Warrant exercise price					$ 11.50
Warrant redemption price		$ 0.10
Number of days determining fair market value of the Class A Common Stock		10 days
Basic and diluted weighted average shares outstanding	0	13,760,274
Common Class A [Member] | Share Price Less Than 9.20 USD [Member]
Share Price		$ 9.20
Common Class A [Member] | Share Price Equals Or Exceeds 18 USD [Member]
Share Price		18
Common Class A [Member] | Share Price Equals Or Exceeds 10 USD [Member]
Share Price		$ 10
Common Class B [Member]
Common stock, shares authorized		20,000,000
Common stock, Shares par value		$ 0.0001
Common stock, shares, issued		4,375,000
Common Stock outstanding		5,750,000		4,375,000
Founder Shares, Agreed to be forfeited		656,250
Basic and diluted weighted average shares outstanding	5,750,000	4,424,229
Founder Shares [Member] | Common Class B [Member]
Basic and diluted weighted average shares outstanding		4,375,000
Warrant [Member]
Share Price		$ 11.50
Number of days determining warrant exercisable		30 days
Number of months determining warrant exercisable		12 months
Warrant exercise price		$ 11.50

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Line Items]
Change in valuation allowance	$ 327,745
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating Loss Carryforwards	159,826
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Operating Loss Carryforwards	$ 0

Income Taxes - Summary of net

Income Taxes - Summary of net deferred tax assets (Detail)	Dec. 31, 2021USD ($)
Deferred Tax Assets, Net [Abstract]
Organizational costs/Start up expenses	$ 296,989
Federal net operating loss	33,563
Total deferred tax asset	330,552
Deferred Tax Liabilities, Net [Abstract]
Unrealized gain on Trust Account	(2,807)
Total Deferred tax liabilities	(2,807)
Net deferred tax assets before valuation allowance	327,745
Valuation allowance	(327,745)
Net Deferred tax assets	$ 0

Income Taxes - Summary of incom

Income Taxes - Summary of income tax provision (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Federal:
Current	$ 0
Deferred	(327,745)
State:
Current	0
Deferred	0
Change in valuation allowance	327,745
Income tax provision	$ 0

Income Taxes - Summary of recon

Income Taxes - Summary of reconciliation of the federal income tax rate to the effective tax rate (Detail)	12 Months Ended
	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Transaction costs allocated to warrant liabilities	2.70%
Change in valuation allowance	(23.70%)
Income tax provision	0.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Feb. 01, 2022	Jan. 01, 2022	Dec. 31, 2021
Cash withdraw from working capital loan			$ 0
Subsequent Event [Member]
Cash withdraw from working capital loan		$ 100,000
Minimum [Member] | Subsequent Event [Member]
Cash withdraw from working capital loan	$ 200,000
Maximum [Member] | Subsequent Event [Member]
Cash withdraw from working capital loan	$ 300,000