Kadem Sustainable Impact (KSI) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	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 ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 37,651	$ 62,821
Deferred offering costs	273,533	0
Prepaid expenses and other assets	503,596	699,391
Total current assets	814,780	762,212
Prepaid expenses - long term	0	134,155
Cash equivalents and marketable securities held in trust account	175,345,884	175,013,336
Total Assets	176,160,664	175,909,703
Current Liabilities:
Accounts payable	14,397	34,078
Accrued expenses	2,161,041	350,033
Taxes payable	67,590	159,826
Working capital loan - related party	600,000	0
Total current Liabilities	2,843,028	543,937
Deferred underwriting discount and advisory fee	7,000,000	7,000,000
Warrant Liabilities	1,427,900	7,406,250
Total Liabilities	11,270,928	14,950,187
COMMITMENTS (NOTE 5)
Class A common stock subject to possible redemption	175,116,022	175,000,000
Stockholders' Deficit
Preferred stock	0	0
Accumulated deficit	(10,226,723)	(14,040,921)
Total stockholders' deficit	(10,226,286)	(14,040,484)
Total liabilities and stockholders' deficit	176,160,664	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	Jun. 30, 2022	Dec. 31, 2021
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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses
General and administrative expenses	$ 1,267,340	$ 405,789	$ 2,310,645	$ 656,786
State franchise taxes, other than income tax	50,000	100,000	102,447	100,000
Loss from operations	1,317,340	505,789	2,413,092	756,786
Other (income) expense:
Offering costs allocated to warrant liabilities	0	0	0	487,722
Change in fair value of warrant liabilities	(958,100)	(2,365,000)	(5,978,350)	(2,676,250)
Dividends earned and accretion of discount on marketable securities held in trust account	(319,246)	(6,311)	(396,463)	(7,413)
Total other income	(1,277,346)	(2,371,311)	(6,374,813)	(2,195,941)
Net (loss) income before provision for income taxes	(39,994)	1,865,522	3,961,721	1,439,155
Provision for income taxes	(31,501)	0	(31,501)	0
Net (loss) income	$ (71,495)	$ 1,865,522	$ 3,930,220	$ 1,439,155
Basic weighted average shares outstanding	4,375,000	4,375,000	4,375,000	4,474,275
Diluted weighted average shares outstanding	4,375,000	4,375,000	4,375,000	4,474,275
Common Class B [Member]
Other (income) expense:
Basic weighted average shares outstanding	4,375,000	4,375,000	4,375,000	4,474,275
Basic net income (loss) per share	$ 0	$ 0.09	$ 0.18	$ 0.1
Diluted weighted average shares outstanding	4,375,000	4,375,000	4,375,000	4,474,275
Diluted net income (loss) per share	$ 0	$ 0.09	$ 0.18	$ 0.1
Class A Stock Subject to Redemption [Member]
Other (income) expense:
Basic weighted average shares outstanding	17,500,000	17,500,000	17,500,000	10,055,249
Basic net income (loss) per share	$ 0	$ 0.09	$ 0.18	$ 0.1
Diluted weighted average shares outstanding	17,500,000	17,500,000	17,500,000	10,055,249
Diluted net income (loss) per share	$ 0	$ 0.09	$ 0.18	$ 0.1

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 (loss)	(426,367)		(426,367)
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, 2020	25,000	24,425	0	$ 0	$ 575
Beginning Balance , Shares at Dec. 31, 2020				0	5,750,000
Remeasurement of Class A common stock subject to possible redemption	(17,885,820)
Net income (loss)	1,439,155			$ 995,976	$ 443,179
Ending balance at Jun. 30, 2021	(16,421,665)	0	(16,422,101)	$ 0	$ 437
Ending Balance , Shares at Jun. 30, 2021				0	4,375,000
Beginning balance at Mar. 31, 2021	(18,287,187)	0	(18,287,690)	$ 0	$ 503
Beginning Balance , Shares at Mar. 31, 2021				0	5,031,250
Class B Common Stock forfeited			66		$ (66)
Class B Common Stock forfeited , Shares					(656,250)
Net income (loss)	1,865,522		1,865,523	$ 1,492,418	$ 373,105
Ending balance at Jun. 30, 2021	(16,421,665)	0	(16,422,101)	$ 0	$ 437
Ending Balance , Shares at Jun. 30, 2021				0	4,375,000
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 (loss)	4,001,715		4,001,715
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
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
Remeasurement of Class A common stock subject to possible redemption	(116,022)
Net income (loss)	3,930,220			$ 3,144,176	$ 786,044
Ending balance at Jun. 30, 2022	(10,226,286)	0	(10,226,723)	$ 0	$ 437
Ending Balance , Shares at Jun. 30, 2022				0	4,375,000
Beginning balance at Mar. 31, 2022	(10,038,769)	0	(10,039,206)	$ 0	$ 437
Beginning Balance , Shares at Mar. 31, 2022				0	4,375,000
Remeasurement of Class A common stock subject to possible redemption	(116,022)		(116,022)
Net income (loss)	(71,495)		(71,495)	$ (57,196)	$ (14,299)
Ending balance at Jun. 30, 2022	$ (10,226,286)	$ 0	$ (10,226,723)	$ 0	$ 437
Ending Balance , Shares at Jun. 30, 2022				0	4,375,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net income	$ (71,495)	$ 1,865,522	$ 3,930,220	$ 1,439,155
Adjustments to reconcile net income to net cash used in operating activities:
Dividends earned and accretion of discount on marketable securities held in trust account			(396,459)	(7,385)
Change in fair value of warrants	(958,100)	(2,365,000)	(5,978,350)	(2,676,250)
Offering costs allocated to warrant liabilities	0	0	0	487,722
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses			1,517,794	228,823
(Decrease) increase in taxes payable			(28,325)	100,000
Decrease (increase) in prepaid expenses and other assets			329,950	(1,289,367)
Net cash used in operating activities			(625,170)	(1,717,302)
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			0	175,000,000
Proceeds from issuance of private placement warrants			0	4,875,000
Proceeds from issuance of Class B Common Stock			0	25,000
Payment of underwriter discount and offering costs			0	(2,973,542)
Proceeds from working capital loan—related party			600,000
Net cash provided by financing activities			600,000	176,926,458
Net (decrease) increase in cash			(25,170)	209,156
Cash at beginning of period			62,821	0
Cash at end of period	37,651	209,156	37,651	209,156
Supplemental disclosure of non-cash financing activities:
Initial classification of warrant liability		13,275,000		13,275,000
Deferred underwriting discount and advisory fee	7,000,000	$ 7,000,000	7,000,000	7,000,000
Remeasurement of Class A common stock to redemption amount	$ 116,022		116,022	$ 17,885,820
Offering costs included in accrued expenses			273,533
State franchise tax paid by dividends and discount earned on marketable securities held in trust account			$ 63,911

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations 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 June 30, 2022, the Company had not commenced any operations. All activity for the period from December 29, 2020 (inception) to June 30, 2022, 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 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 case, 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”) 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 June 30, 2022, the Company had $37,651 of cash in its operating bank account and negative working capital of $2,028,248. 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 ) working capital loan with the Sponsor (Working Capital Loan), as 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	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K 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 Insurance Corporation insurance coverage of $250,000. As of June 30, 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 had no cash equivalents as of June 30, 2022 or December 31, 2021. Marketable Securities and Cash Equivalents Held in Trust Account As of June 30, 2022, the Company’s portfolio of marketable securities held in the Trust Account was comprised of investments in U.S. government securities, classified as held to maturity securities and presented on the unaudited condensed balance sheet at amortized cost. 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 fund which matured and reinvested on May 11, 2022. During the three and six months ended June 30, 2022, $24 and $1,028, respectively, of dividend income was earned on the previously held money market mutual funds and $395,459 was accreted to marketable securities held in Trust Account and recorded as interest income in the condensed statement of operations. Additionally, the Company had cash equivalents held in the Trust Account comprised of money market mutual funds, classified as trading securities and presented on the condensed balance sheets at fair value at the end of each reporting period with immaterial interest income recorded for the three and six months ended June 30, 2022. As of December 31, 2021, the Company’s portfolio of marketable securities held in the Trust Account was comprised of money market mutual funds, classified as trading securities and recorded at fair value. Gains and losses resulting from the change in fair value of trading securities are included in the accompanying condensed statement of operations, to which there were none during the three and six months ended June 30, 2021. During the three and six months ended June 30, 2021, $7,386 of dividend income was recorded. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend As of June 30, 2022, the marketable securities held in the Trust Account amortized cost and fair value were $175,246,646 and $175,037,803, respectively. The face value of the securities is $175,625,000. As of June 30, 2022, cash 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 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 to purchase shares 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 $600,000 was drawn down under the Working Capital Loan as of June 30, 2022. Net (loss) Income Per Common Share Net (loss) income per common share is computed by dividing net (loss) 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 (loss) income 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 operations includes a presentation of net (loss) income per share for common shares subject to possible redemption in a manner similar to the two-class Non-redeemable The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) Numerator Allocation of net (loss) income $ (57,196) $ (14,299) $ 1,492,418 $ 373,105 $ 3,144,176 $ 786,044 $ 995,976 $ 443,179 Denominator Basic and diluted weighted 17,500,000 4,375,000 17,500,000 4,375,000 17,500,000 4,375,000 10,055,249 4,474,275 Basic and diluted net income $ (0.00) $ (0.00) $ 0.09 $ 0.09 $ 0.18 $ 0.18 $ 0.10 $ 0.10 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2022 and 2021, primarily due to changes in fair value of the warrant liability, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it allows for estimating individual elements in the current period if they are significant, unusual or infrequent. The effective tax rate for the Company is estimated and may change due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company follows the guidance contained in ASC 740-270-25-3 whereby a reasonable estimate of the income tax provision or benefit is reported in the interim period. The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2022. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed on December 29, 2020 and expects to file U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022. 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’s deferred tax assets were fully offset by valuation allowance as of June 30, 2022 and December 31, 2021. The Company had an income tax liability of $31,501 and $0 as of June 30, 2022 and December 31, 2021, respectively. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), The new standard will become effective for the Company beginning January 1, 2024, using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements. 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	6 Months Ended
	Jun. 30, 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

Related Party Transaction

Related Party Transaction	6 Months Ended
	Jun. 30, 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 on 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. For the three and six months ended June 30, 2022, the Company recognized expenses associated with this agreement of $29,671 and $59,260, respectively. For the three and six months ended June 30, 2021, the Company recognized expenses associated with this agreement of $29,918 and $34,192, respectively. As of June 30, 2022, the Company had an accounts payable of $10,000 and accrued expenses of $3,945 related to the administrative support agreement related to the administrative support agreement 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 , which was terminated on the closing date of the IPO, March 19, 2021. 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 June 30, 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. $600,000 was drawn down under the Working Capital Loan as of June 30, 2022.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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. As of June 30, 2022, the Company recorded in its accrued expenses legal accruals of $2,105,333 which will be payable upon the Company’s completion of its 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	6 Months Ended
	Jun. 30, 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 June 30, 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 As of Assets: Cash equivalents and marketable securities held in Trust Account—money market funds 1 $ 99,238 $ 175,013,336 Liabilities: Public Warrants 1 $ 917,000 $ 4,725,000 Private Placement Warrants 3 $ 510,900 $ 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 on May 7, 2021. There were no other transfers to/from Levels 1, 2, or 3 during the three and six months ended June 30, 2022 and the year ended December 31, 2021. As of June 30, 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 statements of operations. For the three and six months ended June 30, 2022, the Company recognized other income in the condensed statements of operations resulting from the decrease in the fair value of its Public Warrant liability of $591,500 and $3,808,000, respectively, and decrease in the fair value of Private Placement Warrant liability of $366,600 and $2,170,350, respectively, presented as change in fair value of warrant liabilities. For the three and six months ended June 30, 2021, the Company recognized other income in the condensed statements of operations resulting from the decrease in the fair value of its Public Warrant liability of $1,487,500 and $1,750,000, respectively, and decrease in the fair value of Private Placement Warrant liability of $877,500 and $926,250, respectively, presented as change in fair value of warrant 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 are 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 on the 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 3.01 % 1.26 % Annual volatility 2.10 % 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 and six months ended June 30, 2022: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of January 1, 2022 $ 4,725,000 $ 2,681,250 $ 7,406,250 Change in valuation inputs or other assumptions (3,216,500 ) (1,803,750 ) (5,020,250 ) Fair value as of March 31, 2022 $ 1,508,500 $ 877,500 $ 2,386,000 Change in valuation inputs or other assumptions (591,500 ) (366,600 ) (958,100 ) Fair value as of June 30, 2022 $ 917,000 $ 510,900 $ 1,427,900 The following table presents changes in the fair value of warrant liabilities for the three and six months ended June 30, 2021: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance—beginning of period as of January 1, 2021 $ — $ — $ — Issuance of Public and Private Placement Warrants 8,400,000 4,875,000 13,275,000 Change in valuation inputs or other assumptions (262,500 ) (48,750 ) (311,250 ) Fair value as of March 31, 2021 $ 8,137,500 $ 4,826,250 $ 12,963,750 Change in valuation inputs or other assumptions (1,487,500 ) (877,500 ) (2,365,000 ) Fair value as of June 30, 2021 $ 6,650,000 $ 3,948,750 $ 10,598,750 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	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, As of December 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 116,022 (17,885,819 ) Class A common stock subject to possible redemption $ 175,116,022 $ 175,000,000

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 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 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 June 30, 2022 and 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 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 June 30, 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 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 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	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company drew down $100,000 in July 2022 from the Working Capital Loan. 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)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K
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 Insurance Corporation insurance coverage of $250,000. As of June 30, 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 had no cash equivalents as of June 30, 2022 or December 31, 2021.
Marketable Securities and Cash Equivalents Held in Trust Account	Marketable Securities and Cash Equivalents Held in Trust Account As of June 30, 2022, the Company’s portfolio of marketable securities held in the Trust Account was comprised of investments in U.S. government securities, classified as held to maturity securities and presented on the unaudited condensed balance sheet at amortized cost. 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 fund which matured and reinvested on May 11, 2022. During the three and six months ended June 30, 2022, $24 and $1,028, respectively, of dividend income was earned on the previously held money market mutual funds and $395,459 was accreted to marketable securities held in Trust Account and recorded as interest income in the condensed statement of operations. Additionally, the Company had cash equivalents held in the Trust Account comprised of money market mutual funds, classified as trading securities and presented on the condensed balance sheets at fair value at the end of each reporting period with immaterial interest income recorded for the three and six months ended June 30, 2022. As of December 31, 2021, the Company’s portfolio of marketable securities held in the Trust Account was comprised of money market mutual funds, classified as trading securities and recorded at fair value. Gains and losses resulting from the change in fair value of trading securities are included in the accompanying condensed statement of operations, to which there were none during the three and six months ended June 30, 2021. During the three and six months ended June 30, 2021, $7,386 of dividend income was recorded. Interest income from securities is recorded on the accrual basis and dividends from securities are recorded on the ex-dividend As of June 30, 2022, the marketable securities held in the Trust Account amortized cost and fair value were $175,246,646 and $175,037,803, respectively. The face value of the securities is $175,625,000. As of June 30, 2022, cash 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	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1
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.
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 to purchase shares 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 $600,000 was drawn down under the Working Capital Loan as of June 30, 2022.
Net (loss) Income Per Common Share	Net (loss) Income Per Common Share Net (loss) income per common share is computed by dividing net (loss) 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 (loss) income 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 operations includes a presentation of net (loss) income per share for common shares subject to possible redemption in a manner similar to the two-class Non-redeemable The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) Numerator Allocation of net (loss) income $ (57,196) $ (14,299) $ 1,492,418 $ 373,105 $ 3,144,176 $ 786,044 $ 995,976 $ 443,179 Denominator Basic and diluted weighted 17,500,000 4,375,000 17,500,000 4,375,000 17,500,000 4,375,000 10,055,249 4,474,275 Basic and diluted net income $ (0.00) $ (0.00) $ 0.09 $ 0.09 $ 0.18 $ 0.18 $ 0.10 $ 0.10
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the six and three months ended June 30, 2022 and 2021, primarily due to changes in fair value of the warrant liability, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it allows for estimating individual elements in the current period if they are significant, unusual or infrequent. The effective tax rate for the Company is estimated and may change due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company follows the guidance contained in ASC 740-270-25-3 whereby a reasonable estimate of the income tax provision or benefit is reported in the interim period. The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through June 30, 2022. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company was formed on December 29, 2020 and expects to file U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022. 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’s deferred tax assets were fully offset by valuation allowance as of June 30, 2022 and December 31, 2021. The Company had an income tax liability of $31,501 and $0 as of June 30, 2022 and December 31, 2021, respectively.
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 new standard will become effective for the Company beginning January 1, 2024, using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements. 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)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Earnings Per Share, Basic and Diluted	The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) Numerator Allocation of net (loss) income $ (57,196) $ (14,299) $ 1,492,418 $ 373,105 $ 3,144,176 $ 786,044 $ 995,976 $ 443,179 Denominator Basic and diluted weighted 17,500,000 4,375,000 17,500,000 4,375,000 17,500,000 4,375,000 10,055,249 4,474,275 Basic and diluted net income $ (0.00) $ (0.00) $ 0.09 $ 0.09 $ 0.18 $ 0.18 $ 0.10 $ 0.10

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 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 As of Assets: Cash equivalents and marketable securities held in Trust Account—money market funds 1 $ 99,238 $ 175,013,336 Liabilities: Public Warrants 1 $ 917,000 $ 4,725,000 Private Placement Warrants 3 $ 510,900 $ 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 3.01 % 1.26 % Annual volatility 2.10 % 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 and six months ended June 30, 2022: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance - beginning of period as of January 1, 2022 $ 4,725,000 $ 2,681,250 $ 7,406,250 Change in valuation inputs or other assumptions (3,216,500 ) (1,803,750 ) (5,020,250 ) Fair value as of March 31, 2022 $ 1,508,500 $ 877,500 $ 2,386,000 Change in valuation inputs or other assumptions (591,500 ) (366,600 ) (958,100 ) Fair value as of June 30, 2022 $ 917,000 $ 510,900 $ 1,427,900 The following table presents changes in the fair value of warrant liabilities for the three and six months ended June 30, 2021: Description Public Warrants Private Placement Warrants Warrant Liabilities Balance—beginning of period as of January 1, 2021 $ — $ — $ — Issuance of Public and Private Placement Warrants 8,400,000 4,875,000 13,275,000 Change in valuation inputs or other assumptions (262,500 ) (48,750 ) (311,250 ) Fair value as of March 31, 2021 $ 8,137,500 $ 4,826,250 $ 12,963,750 Change in valuation inputs or other assumptions (1,487,500 ) (877,500 ) (2,365,000 ) Fair value as of June 30, 2021 $ 6,650,000 $ 3,948,750 $ 10,598,750

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 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 June 30, As of December 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 116,022 (17,885,819 ) Class A common stock subject to possible redemption $ 175,116,022 $ 175,000,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		6 Months Ended
	Mar. 19, 2021	Jun. 30, 2022	Jun. 30, 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%
Cash		$ 37,651		$ 62,821
Net working capital		2,028,248
Reimbursement for expenses		$ 25,000
Working Capital Loan convertible into warrants					$ 1
Sponsor [Member] | Promissory Note [Member]
Issuance Of Unsecured Promissory Note					$ 1,500,000
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%
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%
Common Class A [Member]
Common stock, Shares par value		$ 0.0001		$ 0.0001
Working Capital Loan convertible into warrants	$ 11.5
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		$ 11.5

Summary of Significant Accoun_4

Summary of Significant Accounting Policies -Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Allocation of net (loss) income	$ (71,495)	$ 4,001,715	$ 1,865,522	$ (426,367)	$ 3,930,220	$ 1,439,155
Denominator
Diluted weighted average shares outstanding	4,375,000		4,375,000		4,375,000	4,474,275
Basic weighted average shares outstanding	4,375,000		4,375,000		4,375,000	4,474,275
Common Class A [Member]
Denominator
Basic net income (loss) per share	$ 0		$ 0.09		$ 0.18	$ 0.1
Diluted net income (loss) per share	$ 0		$ 0.09		$ 0.18	$ 0.1
Diluted weighted average shares outstanding	17,500,000		17,500,000		17,500,000	10,055,249
Basic weighted average shares outstanding	17,500,000		17,500,000		17,500,000	10,055,249
Common Class B [Member]
Denominator
Basic net income (loss) per share	$ 0		$ 0.09		$ 0.18	$ 0.1
Diluted net income (loss) per share	$ 0		$ 0.09		$ 0.18	$ 0.1
Diluted weighted average shares outstanding	4,375,000		4,375,000		4,375,000	4,474,275
Basic weighted average shares outstanding	4,375,000		4,375,000		4,375,000	4,474,275
Common Stock [Member] | Common Class A [Member]
Numerator:
Allocation of net (loss) income	$ (57,196)		$ 1,492,418		$ 3,144,176	$ 995,976
Common Stock [Member] | Common Class B [Member]
Numerator:
Allocation of net (loss) income	$ (14,299)		$ 373,105		$ 786,044	$ 443,179

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended		6 Months Ended
	Mar. 19, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Nov. 17, 2021
Cash federal depository insurance coverage		$ 250,000		$ 250,000
Marketable securities held in trust account		175,345,884		175,345,884		$ 175,013,336
Cash equivalent held in trust account		99,238		99,238
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				487,722
Deferred Offering Costs				9,485,819
Unrecognized tax benefits		0		$ 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%
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 1
Accretion to marketable securities held in trust account				$ 395,459
Marketable securities held in the trust account fair value		175,037,803		175,037,803
Cash equivalents		0		0		0
Dividend income non operating			$ 7,386		$ 7,386
Cash withdrawn from working capital loan		$ 600,000		$ 600,000
Effective income tax reconciliation at statutory income tax rate		21%	21%	21%	21%
Unrecognized tax benefits income tax penalties and interest accrued		$ 0		$ 0
Accrued income taxes current		31,501		31,501		0
Money Market Funds [Member]
Dividend Income		24		1,028
Marketable securities [Member]
Marketable securities held in trust account						$ 175,013,336
Marketable securities held in the trust account amortized cost		175,246,646		175,246,646
Marketable securities held in the trust account face amount		$ 175,625,000		$ 175,625,000
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		$ 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	$ 11.5
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		$ 10
Gross proceeds from initial public offering	$ 175,000,000			$ 175,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.5		$ 11.5

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)		6 Months Ended
	Mar. 19, 2021	Jun. 30, 2022	Jun. 30, 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	$ 11.5
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		$ 11.5
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 ($)					3 Months Ended		6 Months Ended
	May 03, 2021	Mar. 19, 2021	Jan. 26, 2021	Dec. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 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					$ 600,000		$ 600,000
Repayment of working capital loan										$ 1,500,000
Accounts Payable, Current					14,397		14,397		$ 34,078
Accrued Liabilities, Current					$ 2,161,041		$ 2,161,041		$ 350,033
Private Placement Warrants
Class of warrants and rights issued price per warrant					$ 1		$ 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
Common Class A [Member]
Shares issuable per warrant		1
Exercise price of warrants		$ 11.5
Common stock shares outstanding					0		0		0
Common Class A [Member] | Private Placement Warrants
Shares issuable per warrant					1		1
Exercise price of warrants					$ 11.5		$ 11.5
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		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
Related Party Loans
Debt face amount				$ 300,000
Debt Instrument Interest Rate				0%
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					$ 29,671	$ 29,918	$ 59,260	$ 34,192
Accounts Payable, Current					10,000		10,000
Accrued Liabilities, Current					$ 3,945		$ 3,945
Prepaid Expense									$ 25,315

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)			6 Months Ended
	Mar. 19, 2021	Mar. 16, 2021	Jun. 30, 2022
Loss Contingencies [Line Items]
Underwriting discount paid	$ 3,500,000
Underwriting discount paid, percentage	2%
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
Accrued Liabilities Current [Member]
Loss Contingencies [Line Items]
Accrued legal fees current			$ 2,105,333
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 ($)	Jun. 30, 2022	Dec. 31, 2021
Public Warrants [Member]
Liabilities:
Public and Private Placement Warrants	$ 917,000	$ 4,725,000
Private Placement Warrants [Member]
Liabilities:
Public and Private Placement Warrants	510,900	2,681,250
Fair Value, Recurring [Member] | Level 1 [Member]
Assets:
Cash equivalents and marketable securities held in Trust Account—money market funds	$ 99,238	$ 175,013,336

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Change in fair value of warrant liabilities	$ (958,100)	$ (2,365,000)	$ (5,978,350)	$ (2,676,250)
Public Warrants [Member]
Change in fair value of warrant liabilities	591,500	1,487,500	3,808,000	1,750,000
Private Placement Warrants [Member]
Change in fair value of warrant liabilities	$ 366,600	$ 877,500	$ 2,170,350	$ 926,250

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Detail)	Jun. 30, 2022 shares yr	Dec. 31, 2021 shares yr
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	11.5	11.5
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	3.01	1.26
Annual volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.1	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
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	$ 1,508,500	$ 4,725,000	$ 8,137,500	$ 0
Issuance of Public and Private Placement Warrants				8,400,000
Change in valuation inputs or other assumptions	(591,500)	(3,216,500)	(1,487,500)	(262,500)
Warrant liabilities of year	917,000	1,508,500	6,650,000	8,137,500
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	877,500	2,681,250	4,826,250	0
Issuance of Public and Private Placement Warrants				4,875,000
Change in valuation inputs or other assumptions	(366,600)	(1,803,750)	(877,500)	(48,750)
Warrant liabilities of year	510,900	877,500	3,948,750	4,826,250
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities of year	2,386,000	7,406,250	12,963,750	0
Issuance of Public and Private Placement Warrants				13,275,000
Change in valuation inputs or other assumptions	(958,100)	(5,020,250)	(2,365,000)	(311,250)
Warrant liabilities of year	$ 1,427,900	$ 2,386,000	$ 10,598,750	$ 12,963,750

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Class A Stock Subject to Redemption [Member] - $ / shares	Jun. 30, 2022	Dec. 31, 2021
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 ($)	Jun. 30, 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	116,022	(17,885,819)
Class A common stock subject to possible redemption	$ 175,116,022	$ 175,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Nov. 17, 2021	May 03, 2021	Mar. 19, 2021
Voting rights			one vote
Preferred Stock, Shares Authorized	1,000,000		1,000,000		1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001		$ 0.0001
Preferred Stock, Shares Issued	0		0		0
Preferred Stock, Shares Outstanding	0		0		0
Warrant exercise price						$ 1
Proceeds from issuances percentage			60%
Warrant exercise price, Adjustment percentage			115%
Number of days to file with the SEC a registration statement			15 days
Warrants expiration, Terms	5 years		5 years
Effective days for registration statement to be available			30 days
Notice of redemption, Period			30 days
Weighted average shares outstanding, diluted	4,375,000	4,375,000	4,375,000	4,474,275
Weighted average shares outstanding, basic	4,375,000	4,375,000	4,375,000	4,474,275
Private Placement Warrant [Member]
Warrant redemption price	$ 0.01		$ 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		250,000,000
Common stock, Shares par value	$ 0.0001		$ 0.0001		$ 0.0001
Common stock, Shares subject to possible redemption, Issued	17,500,000		17,500,000		17,500,000
Common stock, Shares subject to possible redemption, Outstanding	17,500,000		17,500,000		17,500,000
Warrant exercise price								$ 11.5
Warrant redemption price	$ 0.1		$ 0.1
Number of days determining fair market value of the Class A Common Stock			10 days
Weighted average shares outstanding, diluted	17,500,000	17,500,000	17,500,000	10,055,249
Weighted average shares outstanding, basic	17,500,000	17,500,000	17,500,000	10,055,249
Common Class A [Member] | Share Price Less Than 9.20 USD [Member]
Share Price	$ 9.2		$ 9.2
Common Class A [Member] | Share Price Equals Or Exceeds 18 USD [Member]
Share Price	18		18
Common Class A [Member] | Share Price Equals Or Exceeds 10 USD [Member]
Share Price	$ 10		$ 10
Common Class B [Member]
Common stock, shares authorized	20,000,000		20,000,000		20,000,000
Common stock, Shares par value	$ 0.0001		$ 0.0001		$ 0.0001
Founder Shares, Agreed to be forfeited							656,250
Weighted average shares outstanding, diluted	4,375,000	4,375,000	4,375,000	4,474,275
Weighted average shares outstanding, basic	4,375,000	4,375,000	4,375,000	4,474,275
Founder Shares [Member] | Common Class B [Member]
Weighted average shares outstanding, diluted			4,375,000
Weighted average shares outstanding, basic			4,375,000
Warrant [Member]
Share Price	$ 11.5		$ 11.5
Number of days determining warrant exercisable			30 days
Number of months determining warrant exercisable			12 months
Warrant exercise price	$ 11.5		$ 11.5

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Jul. 01, 2022	Jun. 30, 2022
Cash withdraw from working capital loan		$ 600,000
Subsequent Event [Member]
Cash withdraw from working capital loan	$ 100,000