Kadem Sustainable Impact (KSI) 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
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 Quarterly Report	true
Document Transition Report	false
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
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 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 whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 43,431	$ 62,821
Deferred offering costs	46,100	0
Prepaid expenses and other assets	677,760	699,391
Total current assets	767,291	762,212
Prepaid expenses - long term	0	134,155
Marketable Securities held in Trust Account	175,090,551	175,013,336
Total Assets	175,857,842	175,909,703
Current Liabilities:
Accounts payable	51,139	34,078
Accrued expenses	1,109,472	350,033
State franchise tax accrual	50,000	159,826
Working capital loan - related party	300,000	0
Total current Liabilities	1,510,611	543,937
Deferred underwriting discount and advisory fee	7,000,000	7,000,000
Warrant Liabilities	2,386,000	7,406,250
Total Liabilities	10,896,611	14,950,187
COMMITMENTS AND CONTINGENCIES (NOTE 5)
Class A common stock subject to possible redemption	175,000,000	175,000,000
Stockholders' Deficit
Preferred stock	0	0
Accumulated Deficit	(10,039,206)	(14,040,921)
Total Stockholders' Deficit	(10,038,769)	(14,040,484)
Total Liabilities and Stockholders' Deficit	175,857,842	175,909,703
Common Class A [Member]
Stockholders' Deficit
Common Stock	0	0
Common Class B [Member]
Stockholders' Deficit
Common Stock	$ 437	$ 437

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class A common stock, subject to possible redemption, shares	17,500,000	17,500,000
Preferred stock, par value	$ 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]
Class A common stock, subject to possible redemption, shares	17,500,000	17,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares, issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	4,375,000	4,375,000
Common stock, shares outstanding	4,375,000	4,375,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses
General and administrative expenses	$ 1,043,305	$ 250,997
State franchise taxes, other than income tax	52,447	0
Loss from operations	1,095,752	250,997
Other (Income) Expenses:
Offering costs allocated to warrant liabilities	0	487,722
Change in fair value of warrant liabilities	(5,020,250)	(311,250)
Interest and dividends earned on marketable securities held in trust account	(77,217)	(1,102)
Total other (income) expenses	(5,097,467)	175,370
Net Income (Loss)	$ 4,001,715	$ (426,367)
Common Class B [Member]
Other (Income) Expenses:
Basic and diluted weighted average shares outstanding	4,375,000	5,230,903
Basic and diluted net income (loss) per share	$ 0.18	$ (0.06)
Class A Stock Subject to Redemption [Member]
Other (Income) Expenses:
Basic and diluted weighted average shares outstanding	17,500,000	2,472,826
Basic and diluted net income (loss) per share	$ 0.18	$ (0.06)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Common Class A [Member]Common Stock	Common Class B [Member]Common Stock
Beginning balance at Dec. 31, 2020	$ 25,000	$ 24,425	$ 0	$ 0	$ 575
Beginning Balance , Shares at Dec. 31, 2020				0	5,750,000
Class B Common Stock forfeited		72			$ (72)
Class B Common Stock forfeited , Shares					718,750
Remeasurement of Class A common stock subject to possible redemption	(17,885,820)	(24,497)	(17,861,323)
Net income	(426,367)		(426,367)	$ (136,860)	$ (289,507)
Ending balance at Mar. 31, 2021	(18,287,187)	0	(18,287,690)	$ 0	$ 503
Ending Balance , Shares at Mar. 31, 2021				0	5,031,250
Beginning balance at Dec. 31, 2021	(14,040,484)	0	(14,040,921)	$ 0	$ 437
Beginning Balance , Shares at Dec. 31, 2021				0	4,375,000
Net income	4,001,715		4,001,715	$ 3,201,372	$ 800,343
Ending balance at Mar. 31, 2022	$ (10,038,769)	$ 0	$ (10,039,206)	$ 0	$ 437
Ending Balance , Shares at Mar. 31, 2022				0	4,375,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flow from operation activities:
Net income	$ 4,001,715	$ (426,367)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Dividends earned and accretion of discount on marketable securities held in Trust Account	(77,215)	(1,083)
Change in fair value of warrants	(5,020,250)	(311,250)
Offering costs allocated to warrant liabilities	0	487,722
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	730,400	238,584
Decrease in State franchise tax accrual	(109,826)	0
Decrease (increase) in prepaid expenses and other assets	155,786	(1,480,455)
Net cash used in operating activities	(319,390)	(1,492,849)
Cash flows from investing activities:
Cash deposited in Trust Account	0	(175,000,000)
Net cash used in investing activities	0	(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	0	4,875,000
Proceeds from issuance of Class B Common Stock		25,000
Payment of underwriter discount and offering costs	0	(2,949,717)
Proceeds from working capital loan - related party	300,000
Net cash provided by financing activities	300,000	176,950,283
Net (decrease) increase in cash	(19,390)	457,434
Cash at beginning of period	62,821	0
Cash at end of period	43,431	457,434
Supplemental disclosure of non-cash financing activities:
Initial classification of warrant liability		13,275,000
Deferred underwriting discount and advisory fee	7,000,000	7,000,000
Remeasurement of Class A common stock to redemption amount		17,885,820
Offering costs included in accounts payable	$ 46,100	$ 23,825

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Kadem Sustainable Impact Corporation (the “Company”) is a blank check company incorporated in Delaware on December 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Start-ups As of March 31, 2022, the Company had not commenced any operations. All activity for the period from December 29, 2020 (inception) to non-operating Sponsor and Financing The Company’s sponsor is Kadem Management, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the IPO was declared effective on March 16, 2021 (the “Effective Date”). On March 19, 2021, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the shares of the Company’s Class A common stock, par value $0.0001 per share, the “Class A Common Stock”), included in the Units sold in the IPO, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed below. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,875,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to the Sponsor, generating gross proceeds of $4,875,000, which is discussed in Note 5. 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”), which can be invested only in U.S. government securities having a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 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 cas e 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”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $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 Liquidity and Capital Resources As of March 31, 2022, the Company had $43,431 of cash in its operating bank account and negative working capital of $743,320. Prior to the completion of the Public Offering, the Company’s liquidity needs were satisfied through a capital contribution of $25,000 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 $4,875,000 (see Note 4 to the unaudited condensed financial statements), not held in the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, on November 17, 2021, the Company entered into the Working Capital Loan with the Sponsor (as described in Note 4 to the unaudited condensed financial statements). The Working Capital Loan will either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to 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”) announced a global health emergency because of a new strain of coronavirus (the “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 unaudited condensed financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the period ending December 31, 2022, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart our Business Start-ups 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 Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 Deposit Corporation insurance coverage of $ . As of March 31, 2022, 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 March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account As of March 31, 2022, the Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. government securities. The Company’s marketable securities held in the Trust Account are classified as held to maturity securities and presented on the unaudited condensed balance sheet at amortized cost at the end of each reporting period. The difference between the purchase prices of the U.S. government securities and the maturity value is accreted to interest income from the date of the purchase to the maturity date using the effective interest method. The U.S. government securities were purchased on February 11, 2022 with proceeds coming from the money market mutual funds. During the three months ended March 31, 2022, $1,004 of dividend income was earned on the previously held money market mutual funds and was accreted to marketable securities held in Trust Account and recorded as interest income in the condensed statement of operations. As of December 31, 2021, the Company’s portfolio of marketable securities held in the Trust Account is comprised of money market mutual funds. Such investments were 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 condensed statement of operations, to which there were none during the three months ended March 31, 2022 and 2021. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend As of March 31, 2022, the marketable securities held in the Trust Account amortized cost and fair value were respectively. The face value of the securities is $175,150,000. As of December 31, 2021, the marketable securities held in the Trust Account was $175,013,336. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 condensed statement (Note 7) have been charged to condensed stockholders’ deficit, as Remeasurement 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”) Topic 480 “Distinguishing Liabilities from Equity.” The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Derivative Financial Instruments 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”). Each Unit consists of one Public Share, and one-half 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, Private Placement Warrants and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40, 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 condensed balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the condensed statement of operations at each reporting date. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A common stock. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement Net Income (Loss) Per Common Share Net income (loss) 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 both effects of the conversion of the Working Capital Loan warrants to Class A common shares upon merger and the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 13,625,000 shares, in the calculation of diluted net income (loss) per share, since the exercise of the conversion option and warrants are contingent upon the occurrence of future events and the inclusion of such conversion option and warrants would be anti-dilutive. The Company’s condensed statement of op e two-class Non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the three months ended March 31, 2022 For the three months ended March 31, 2021, Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 3,201,372 $ 800,343 $ (136,860 ) $ (289,507 ) Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 2,472,826 5,230,903 Basic and diluted net income (loss) per share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 March 31, 2022 and 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 as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had a franchise tax liability of $50,000 and $159,826 as of March 31, 2022 and December 31, 2021, respectively. The Company’s provision for income taxes and deferred tax assets were fully offset by valuation allowance as of March 31, 2022 and December 31, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 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 unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
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”). The Sponsor purchased 4,875,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the IPO. Each Unit consists of one Public Share, and one-half 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 under the Investment Company Act which invests only in direct U.S. government treasury obligations. The Company granted the underwriters a 45-day additional Units to cover any over- allotments at the initial public offering price less the underwriting discounts and commissions, which was forfeited on May 3, 2022, after it was expired unexercised.

Related Party Transaction

Related Party Transaction	3 Months Ended
	Mar. 31, 2022
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”) for an aggregate price of $25,000. On January 26, 2021, the Sponsor surrendered an aggregate of 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. 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 forfeited 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares represented 20.0% of the Company’s issued and outstanding shares after the IPO. 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 o 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. For the three months ended March 31, 2022 and 2021, the Company recognized expenses associated with this agreement of 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 Proposed Offering pursuant to a promissory note (the “Note”). This loan was non-interest 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”) equal to the principal amount of the Working Capital Loan so converted divided by $1.00. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the warrant fair value as of March 31, 2022 and when the Working Capital Loan was drawn on. As a result, the Company did not record de minimis liability related to the conversion option. The terms of the Working Capital Warrants will be identical to the terms of the Private Placement Warrants. The Working Capital Loan is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Loan and all other sums payable with regard to the Working Capital Loan becoming immediately due and payable. $300,000 was drawn down under the Working Capital Loan as of March 31, 2022

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Underwriting Agreement The Company granted the underwriters a 45-day 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”), and BMO Capital Markets Corp. will be entitled to a cash fee (the “Advisory Fee”) equal to 0.5% of the gross offering proceeds of the IPO, or $875,000, for providing certain capital markets advisory services to the Company. Each of the Deferred Discount and the Advisory Fee will be payable upon the Company’s completion of its Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants, and Working Capital 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	3 Months Ended
	Mar. 31, 2022
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 2: Observable inputs other than Level 1 inputs. Examples of Level 2 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 March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level As of March 31, 2022 As of December Assets: Marketable securities held in Trust Account – money market mutual funds 1 $ — $ 175,013,336 Liabilities: Public Warrants 1 $ 1,508,500 $ 4,725,000 Private Placement Warrants 3 $ 877,500 $ 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 liability was transferred from a Level 3 fair value measurement to a Level 1, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1,2,3 during the three months ended March 31, 2022 and the year ended December 31, 2021. As of March 31, 2022, Level 1 instruments include Public Warrant liability. As of December 31, 2021, Level 1 instruments include investments in money market funds and Public Warrant liability. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrant liability is measured based on the listed market price of such warrants. Level 3 instruments include 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 Changes in the fair value of the Public and Private Placement Warrant liabilities were recognized within the condensed statement of operations. For the three months ended March 31, 2022 and 2021, the Company recognized other income in the condensed statement of operations resulting from the decrease in the fair value of its Public Warrant liability and Private Placement Warrant liability of 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 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 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: As of As of Stock Price $ 9.75 $ 9.68 Exercise Price 11.50 11.50 Expected term 5.0 5.0 Risk-free rate 2.42 % 1.26 % Annual volatility 4.30 % 12 % Probability of successful acquisition 90 % 90 % Dividend yield 0 % 0 % The following table presents changes in the fair value of warrant liabilities for the three months ended March 31, 2022: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of $ 4,725,000 $ 2,681,250 $ 7,406,250 Change in valuation inputs or other (3,216,500 ) (1,803,750 ) (5,020,250 ) Fair value as of March 31, 2022 $ 1,508,500 $ 877,500 $ 2,386,000 The following table presents changes in the fair value of warrant liabili t Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of $ — $ — $ — Issuance of Public and Private Placement 4,875,000 8,400,000 13,275,000 Change in valuation inputs or other (262,500 ) (48,750 ) (311,250 ) Fair value as of March 31, 2021 $ 4,612,500 $ 8,351,250 $ 12,963,750 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	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and 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 condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: As of As of Gross Proceeds $ 175,000,000 $ 175,000,000 Less: Proceeds allocated to Public Warrants — (8,400,000 ) Class A common stock issuance costs — (9,485,819 ) Plus: Remeasurement of Class A common stock to redemption amount — (17,885,819 ) Class A common stock subject to possible redemption $ 175,000,000 $ 175,000,000

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 — Stockholders’ Equity 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 3, 2021, because the underwriters did not exercise in full their over-allotment option. The forfeited shares returned to the authorized but unissued shares of Class B common stock of the Company. 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 March 31, 2022 and 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 Proposed Offering 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”) and (b) 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 (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 redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): • 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company drew down $200,000 in April 2022, for a total of $500,000 drawn down under the Working Capital Loan up to date. Management has evaluated the impact of subsequent events through the date the unaudited condensed financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the period ending December 31, 2022, or for any future periods.
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 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
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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 Deposit Corporation insurance coverage of $ . As of March 31, 2022, 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 March 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of March 31, 2022, the Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. government securities. The Company’s marketable securities held in the Trust Account are classified as held to maturity securities and presented on the unaudited condensed balance sheet at amortized cost at the end of each reporting period. The difference between the purchase prices of the U.S. government securities and the maturity value is accreted to interest income from the date of the purchase to the maturity date using the effective interest method. The U.S. government securities were purchased on February 11, 2022 with proceeds coming from the money market mutual funds. During the three months ended March 31, 2022, $1,004 of dividend income was earned on the previously held money market mutual funds and was accreted to marketable securities held in Trust Account and recorded as interest income in the condensed statement of operations. As of December 31, 2021, the Company’s portfolio of marketable securities held in the Trust Account is comprised of money market mutual funds. Such investments were 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 condensed statement of operations, to which there were none during the three months ended March 31, 2022 and 2021. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend As of March 31, 2022, the marketable securities held in the Trust Account amortized cost and fair value were respectively. The face value of the securities is $175,150,000. As of December 31, 2021, the marketable securities held in the Trust Account was $175,013,336.
Derivative Financial Instruments	Derivative Financial Instruments 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”). Each Unit consists of one Public Share, and one-half 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, Private Placement Warrants and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40, 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 condensed balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the condensed statement of operations at each reporting date. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A common stock. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement
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 condensed statement (Note 7) have been charged to condensed stockholders’ deficit, as Remeasurement of Class A Common Stock subject to possible 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”) Topic 480 “Distinguishing Liabilities from Equity.” The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
Net Income (Loss) per Common Share	Net Income (Loss) Per Common Share Net income (loss) 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 both effects of the conversion of the Working Capital Loan warrants to Class A common shares upon merger and the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 13,625,000 shares, in the calculation of diluted net income (loss) per share, since the exercise of the conversion option and warrants are contingent upon the occurrence of future events and the inclusion of such conversion option and warrants would be anti-dilutive. The Company’s condensed statement of op e two-class Non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the three months ended March 31, 2022 For the three months ended March 31, 2021, Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 3,201,372 $ 800,343 $ (136,860 ) $ (289,507 ) Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 2,472,826 5,230,903 Basic and diluted net income (loss) per share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 March 31, 2022 and 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 as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had a franchise tax liability of $50,000 and $159,826 as of March 31, 2022 and December 31, 2021, respectively. The Company’s provision for income taxes and deferred tax assets were fully offset by valuation allowance as of March 31, 2022 and December 31, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 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 unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Earnings Per Share, Basic and Diluted	The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the three months ended March 31, 2022 For the three months ended March 31, 2021, Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator Allocation of net income (loss) $ 3,201,372 $ 800,343 $ (136,860 ) $ (289,507 ) Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 2,472,826 5,230,903 Basic and diluted net income (loss) per share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level As of March 31, 2022 As of December Assets: Marketable securities held in Trust Account – money market mutual funds 1 $ — $ 175,013,336 Liabilities: Public Warrants 1 $ 1,508,500 $ 4,725,000 Private Placement Warrants 3 $ 877,500 $ 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: As of As of Stock Price $ 9.75 $ 9.68 Exercise Price 11.50 11.50 Expected term 5.0 5.0 Risk-free rate 2.42 % 1.26 % Annual volatility 4.30 % 12 % 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 three months ended March 31, 2022: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of $ 4,725,000 $ 2,681,250 $ 7,406,250 Change in valuation inputs or other (3,216,500 ) (1,803,750 ) (5,020,250 ) Fair value as of March 31, 2022 $ 1,508,500 $ 877,500 $ 2,386,000 The following table presents changes in the fair value of warrant liabili t Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of $ — $ — $ — Issuance of Public and Private Placement 4,875,000 8,400,000 13,275,000 Change in valuation inputs or other (262,500 ) (48,750 ) (311,250 ) Fair value as of March 31, 2021 $ 4,612,500 $ 8,351,250 $ 12,963,750

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	3 Months Ended
	Mar. 31, 2022
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 condensed balance sheet is reconciled on the following table: As of As of Gross Proceeds $ 175,000,000 $ 175,000,000 Less: Proceeds allocated to Public Warrants — (8,400,000 ) Class A common stock issuance costs — (9,485,819 ) Plus: Remeasurement of Class A common stock to redemption amount — (17,885,819 ) Class A common stock subject to possible redemption $ 175,000,000 $ 175,000,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 17, 2021
Proceeds from issuance of warrants		$ 0	$ 4,875,000
Fair value of assets in trust to be used for business combinations percentage		50.00%
Cash		$ 43,431		$ 62,821
Net working capital		743,320
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		$ 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 ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Allocation of net income (loss)	$ 4,001,715	$ (426,367)
Common Class A [Member]
Denominator
Weighted average shares outstanding, basic and diluted	17,500,000	2,472,826
Basic and diluted net income (loss) per share	$ 0.18	$ (0.06)
Common Class A [Member] | Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 3,201,372	$ (136,860)
Common Class B [Member]
Denominator
Weighted average shares outstanding, basic and diluted	4,375,000	5,230,903
Basic and diluted net income (loss) per share	$ 0.18	$ (0.06)
Common Class B [Member] | Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 800,343	$ (289,507)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 19, 2021	Mar. 31, 2022	Dec. 31, 2021	Nov. 17, 2021
Cash federal depository insurance coverage		$ 250,000
Marketable securities held in trust account		175,090,551	$ 175,013,336
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	0
Income tax penalities and interest expense		$ 50,000	159,826
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
Accretion to marketable securities held in trust account		$ 76,211
Money Market Funds [Member]
Dividend Income		1,004
Marketable securities [Member]
Marketable securities held in trust account			$ 175,013,336
Marketable securities held in the trust account amortized cost		175,090,551
Marketable securities held in the trust account fair value		175,115,590
Marketable securities held in the trust account face amount		$ 175,150,000
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	Mar. 31, 2022	Mar. 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		$ 0	$ 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. 29, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 17, 2021
Liquidating distribution lock in period from the closing of IPO			24 months
Proceeds from Issuance of Warrants					$ 0	$ 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					$ 300,000
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 expenses					$ 29,589	$ 4,274
Prepaid expense balance					$ 4,274		$ 25,315
Common Class A [Member]
Shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Common stock shares outstanding					0		0
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				4,375,000		4,375,000
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	Mar. 31, 2022
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) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Public Warrants [Member]
Liabilities:
Public and Private Placement Warrants	$ 1,508,500	$ 4,725,000
Private Placement Warrants [Member]
Liabilities:
Public and Private Placement Warrants	$ 877,500	2,681,250
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Marketable securities held in Trust Account – money market mutual funds		$ 175,013,336

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Change in fair value of warrant liabilities	$ (5,020,250)	$ (311,250)
Public Warrants [Member]
Change in fair value of warrant liabilities	4,953,750	4,953,750
Private Placement Warrants [Member]
Change in fair value of warrant liabilities	$ 311,250	$ 311,250

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Detail)	Mar. 31, 2022yrshares	Dec. 31, 2021yrshares
Stock Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.75	9.68
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	2.42	1.26
Annual volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.30	12
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] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	$ 4,725,000	$ 0
Public and Private Placement Warrants		4,875,000
Change in valuation inputs or other assumptions	(3,216,500)	(262,500)
Warrant liabilities of year	1,508,500	4,612,500
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	2,681,250	0
Public and Private Placement Warrants		8,400,000
Change in valuation inputs or other assumptions	(1,803,750)	(48,750)
Warrant liabilities of year	877,500	8,351,250
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	7,406,250	0
Public and Private Placement Warrants		13,275,000
Change in valuation inputs or other assumptions	(5,020,250)	(311,250)
Warrant liabilities of year	$ 2,386,000	$ 12,963,750

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Temporary equity shares outstanding	17,500,000	17,500,000
Class A Stock Subject to Redemption [Member]
Temporary Equity [Line Items]
Temporary equity shares authorized	250,000,000
Temporary equity par or stated value per share	$ 0.0001
Temporary equity shares outstanding	17,500,000	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 ($)	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Gross Proceeds	$ 175,000,000	$ 175,000,000
Proceeds allocated to Public Warrants	0	(8,400,000)
Class A common stock issuance costs	0	(9,485,819)
Remeasurement of Class A common stock to redemption amount	0	(17,885,819)
Class A common stock subject to possible redemption	$ 175,000,000	$ 175,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Nov. 17, 2021	May 03, 2021	Mar. 19, 2021
Voting rights	one vote
Common stock, Shares subject to possible redemption, Outstanding	17,500,000		17,500,000
Preferred Stock, Shares Authorized	1,000,000		1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Preferred Stock, Shares Issued	0		0
Preferred Stock, Shares Outstanding	0		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		250,000,000
Common stock, Shares par value	$ 0.0001		$ 0.0001
Common stock, Shares subject to possible redemption, Issued	17,500,000		17,500,000
Common stock, Shares subject to possible redemption, Outstanding	17,500,000		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	17,500,000	2,472,826
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		20,000,000
Common stock, Shares par value	$ 0.0001		$ 0.0001
Founder Shares, Agreed to be forfeited					656,250
Basic and diluted weighted average shares outstanding	4,375,000	5,230,903
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

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Apr. 01, 2022	Mar. 31, 2022
Cash withdraw from working capital loan		$ 300,000
Subsequent Event [Member]
Cash withdraw from working capital loan	$ 200,000
Maximum [Member] | Subsequent Event [Member]
Cash withdraw from working capital loan	$ 500,000