NKGen Biotech, Inc. Common Stock (NKGN) 10-K 30 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	11 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40427
Entity Registrant Name	GRAF ACQUISITION CORP. IV
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2191918
Entity Address, Address Line One	1790 Hughes Landing Blvd., Suite 400
Entity Address, City or Town	The Woodlands
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	346
Local Phone Number	442-0819
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		21,451,875
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Central Index Key	0001845459
Amendment Flag	false
Entity Public Float			$ 170,760
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Units, each consisting of one share of Common Stock and one-fifth Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-fifth Warrant
Trading Symbol	GFOR.U
Security Exchange Name	NYSE
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GFOR
Security Exchange Name	NYSE
Warrants to purchase one share of Common Stock
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Common Stock
Trading Symbol	GFOR WS
Security Exchange Name	NYSE

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 1,722,506
Prepaid expenses	812,724
Total current assets	2,535,230
Investments held in Trust Account	171,656,153
Total assets	174,191,383
Current liabilities:
Accounts payable	51,807
Accrued expenses	1,656,137
Franchise tax payable	185,205
Total current liabilities	1,893,149
Derivative warrant liability	5,571,410
Deferred underwriting commissions in connection with the initial public offering	6,006,525
Total Liabilities	13,471,084
Commitments and Contingencies (Note 5)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 400,000,000 shares authorized; 4,290,3751 shares issued and outstanding	429
Accumulated deficit	(10,895,130)
Total stockholders' deficit	(10,894,701)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	174,191,383
Common Stock Subject to Redemption
Current liabilities:
Common stock subject to possible redemption; 17,161,500 shares at redemption value of $10.00 per share	$ 171,615,000

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	400,000,000
Common shares, shares issued	4,290,375
Common shares, shares outstanding	4,290,375
Temporary equity, shares outstanding	17,161,500
Common Stock Subject to Redemption
Temporary equity, shares outstanding	17,161,500
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
STATEMENT OF OPERATIONS
General and administrative expenses	$ 2,214,615
General and administrative expenses - related party	108,387
Franchise tax expenses	185,205
Loss from operations	(2,508,207)
Other income (expenses):
Offering costs - derivative warrant liability	(34,474)
Change in fair value of derivative warrant liability	5,665,840
Income from investments held in Trust Account	41,153
Loss upon issuance of private placement warrants	(4,154,950)
Total other income	1,517,569
Net loss	$ (990,638)
Weighted average shares outstanding of common stock, basic | shares	15,083,469
Weighted average shares outstanding of common stock, diluted | shares	15,083,469
Basic net income per share, common stock | $ / shares	$ (0.07)
Diluted net income per share, common stock | $ / shares	$ (0.07)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 27, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 27, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor	$ 431	24,569	0	25,000
Issuance of common stock to Sponsor ( (in shares)	4,312,500
Common stock forfeited	$ (2)	2	0
Common stock forfeited (in shares)	(22,125)
Fair Value Of Public Warrants Included In Units Sold In The Initial Public Offering		7,894,290	0	7,894,290
Offering costs associated with issuance of Public Warrants		(434,186)	0	(434,186)
Accretion to common stock subject to possible redemption amount		(7,484,675)	(9,904,492)	(17,389,167)
Net loss		0	(990,638)	(990,638)
Balance at the end at Dec. 31, 2021	$ 429	$ 0	$ (10,895,130)	$ (10,894,701)
Balance at the end (in shares) at Dec. 31, 2021	4,290,375

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (990,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liability	(5,665,840)
General and administrative expenses paid by related party in exchange for issuance of common stock	1,000
General and administrative expenses paid by related party under promissory note	1,981
Offering costs - derivative warrant liability	34,474
Income from investments held in Trust Account	(41,153)
Loss upon issuance of private placement warrants	4,154,950
Change in operating liabilities:
Prepaid expenses	(812,724)
Accrued expenses	1,557,213
Accounts payable	51,807
Franchise tax payable	185,205
Net cash used in operating activities	(1,523,725)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(171,615,000)
Net cash used in investing activities	(171,615,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	500
Repayment of note payable to related party	(69,809)
Proceeds received from initial public offering, gross	171,615,000
Proceeds received from private placement	7,082,300
Offering costs paid	(3,766,760)
Net cash provided by financing activities	174,861,231
Net change in cash	1,722,506
Cash - beginning of the period	0
Cash - end of the period	1,722,506
Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of common stock	24,000
Offering costs included in accrued expenses	98,924
Offering costs paid by related party under promissory note	67,327
Deferred underwriting commissions in connection with the initial public offering	$ 6,006,525

Description of Organization and

Description of Organization and Business Operations	11 Months Ended
	Dec. 31, 2021
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Graf Acquisition Corp. IV (the “Company”), is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from January 28, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company’s sponsor is Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 20, 2021. On May 25, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.8 million, of which approximately $5.3 million was for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 2,250,000 Units at the Initial Public Offering price to cover over-allotments. On June 2, 2021, the underwriters partially exercised the over-allotment option and purchased 2,161,500 additional Units (the “Additional Units”), generating gross proceeds of approximately $21.6 million (the “Over-Allotment”). The Company incurred additional offering costs of approximately $1.2 million in connection with the Over-Allotment (of which approximately $757,000 was for deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,433,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.7 million (see Note 5). Simultaneously with the closing of the Over-Allotment on June 2, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 288,200 Private Placement Warrants at $1.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $432,000. Upon the closing of the Initial Public Offering, Over-Allotment, and Private Placement, $171.6 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity" ("ASC 480"). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and restated certificate of incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and restated certificate of incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, and directors have agreed not to propose an amendment to the Company’s Amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If a Business Combination has not been consummated within 24 months from the closing of the Initial Public Offering, or May 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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 Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. The Company will seek to have all third parties (except the Company's independent registered public accounting firm) and any prospective target businesses enter into valid and enforceable agreements with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. The Company’s insiders agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company’s insiders may not be able to satisfy their indemnification obligations. Moreover, the Company’s insiders will not be liable to the Public Stockholders and instead will only have liability to the Company. Liquidity and Going Concern As of December 31, 2021, we had approximately $1.7 million in our operating bank account and working capital of approximately $642,000. Our liquidity needs through December 31, 2021 were satisfied through a payment of $25,000 from the Sponsor to purchase the Founder Shares, the loan of approximately $67,000 from the Sponsor under the Note (as defined in Note 5 to the financial statements), and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the Note in full on May 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide us Working Capital Loans (as defined in Note 5 to the financial statements). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board's (“FASB”) accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company may not be able to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. As such, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2021, no adjustments have been made to the carrying amounts of assets or liabilities.

Restatement of Previously Repor

Restatement of Previously Reported Balance Sheet	11 Months Ended
	Dec. 31, 2021
Restatement of Previously Reported Balance Sheet
Restatement of Previously Reported Balance Sheet	Note 2— Restatement of Previously Reported Balance Sheet In preparation of the Company’s financial statements for the period from January 28, 2021 (inception) through December 31, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet (as defined below) to classify all redeemable common stock subject to redemption in temporary equity. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company, require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its redeemable common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statement that contained the error, reported in the Company’s Form 8-K for the audited balance sheet as of May 25, 2021 (“Post-IPO Balance Sheet”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all redeemable common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting the restatements to the Post-IPO Balance Sheet in this annual report. The previously presented Post-IPO Balance Sheet should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and balance of the Trust Account. The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 1,771,784 redeemable common stock from permanent equity to temporary equity. The table below presents the financial statement adjustment related to the restatement discussed above of the Company’s previously reported balance sheet as of May 25, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 25, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Restated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 153,674,699 ​ $ — $ 153,674,699 Total liabilities ​ $ 16,392,534 ​ $ — $ 16,392,534 Common stock subject to possible redemption ​ 132,282,160 ​ 17,717,840 ​ 150,000,000 Stockholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred stock ​ — ​ — ​ — Common stock ​ 608 ​ (177) ​ 431 Additional paid-in-capital ​ 9,001,994 ​ (9,001,994) ​ — Accumulated deficit ​ (4,002,597) ​ (8,715,669) ​ (12,718,266) Total stockholders' equity (deficit) ​ ​ 5,000,005 ​ ​ (17,717,840) ​ ​ (12,717,835) Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) ​ $ 153,674,699 ​ $ — ​ $ 153,674,699 ​

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	11 Months Ended
	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 3—Basis of Presentation and Summary of Significant Accounting Policies ​ Basis of Presentation ​ The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). ​ Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 December 31, 2021. Investments Held in the Trust Account Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB Topic ASC 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature, other than the derivative warrant liabilities. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company will evaluate its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Private Placement Warrants as of December 31, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, underwriting fees, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. If the Initial Public Offering proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would be charged to operations. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liability will be expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 17,161,500 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021, the Company had full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,153,833 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended December 31, 2021 and for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. ​

Initial Public Offering

Initial Public Offering	11 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 4—Initial Public Offering On May 25, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.8 million, of which approximately $5.3 million was for deferred underwriting commissions. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On June 2, 2021, the underwriters partially exercised the over-allotment option and purchased 2,161,500 additional Units (the “Additional Units”), generating gross proceeds of approximately $21.6 million (the “Over-Allotment”). The Company incurred additional offering costs of approximately $1.2 million in connection with the Over-Allotment (of which approximately $0.8 million was for deferred underwriting fees). Each Unit consists of one share of common stock, and one

Related Party Transactions

Related Party Transactions	11 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On February 13, 2021, Graf Acquisition Partners LLC (‘‘Graf LLC’’) paid an aggregate of $25,000 for certain offering costs on behalf of the Company in exchange for issuance of 4,312,500 shares of common stock (the “Founder Shares”). On April 2, 2021, Graf LLC transferred all of its Founder shares to the Sponsor. On April 8, 2021, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 4,252,500 Founder Shares. The holders of the Founder Shares agreed to forfeit up to an aggregate of 562,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on June 2, 2021, and forfeited the remaining option; and, as a result, an aggregate of 22,125 Founder Shares were forfeited, resulting in 4,290,375 Founder Shares outstanding. On July 14, 2021, the Sponsor transferred 20,000 Founder Shares to Alexandra Lebenthal in connection with her appointment to the Company's board of directors. The Initial Stockholders agreed 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 common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,433,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.7 million. Simultaneously with the closing of the Over-Allotment on June 2, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 288,200 Private Placement Warrants at $1.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $0.4 million. Each whole Private Placement Warrant entitles the holder thereof to purchase one common stock at an exercise price of $11.50 per full share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees (see Note 9). Related Party Loans On January 29, 2021, the Sponsor agreed to loan the Company up to $150,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the consummation of the Initial Public Offering. The Company had borrowed approximately $70,000 under the Note. The Note was paid back in full on May 26, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On May 20, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay G-SPAC Management LLC, an affiliate of the Sponsor, $15,000 per month for office space, utilities, secretarial, administrative and support services provided to the Company and members of the management team. For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred expenses of approximately $108,000, respectively, under this agreement. As of December 31, 2021, the Company had no outstanding for services in connection with such agreement on the accompanying balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form registration demands, that the Company registered such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 2,250,000 additional Units less the underwriting discounts and commissions. On June 2, 2021, the underwriters partially exercised the over-allotment option. On June 2, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,161,500 Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.4 million in the aggregate, paid upon the closing of the Initial Public Offering ($3.0 million) and Over-Allotment (approximately $0.4 million). In addition, $0.35 per unit, or approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions (approximately $5.25 million related to the Initial Public Offering and $0.8 million related to the Over-Allotment). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Common Stock Subject to Possibl

Common Stock Subject to Possible Redemption	11 Months Ended
	Dec. 31, 2021
Common Stock Subject to Possible Redemption
Common Stock Subject to Possible Redemption	Note 7— Common Stock Subject to Possible Redemption The Company’s common stock features 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 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2021, there were 21,451,875 shares of common stock outstanding, of which 17,161,500 shares were subject to possible redemption and classified outside of permanent equity in the balance sheet. The common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 171,615,000 Less: ​ Fair value of Public Warrants at issuance ​ ​ (7,894,290) Offering costs allocated at common stock subject to possible redemption ​ (9,494,877) Plus: ​ Accretion on common stock subject to possible redemption ​ 17,389,167 Common stock subject to possible redemption ​ $ 171,615,000 ​

Stockholders' Deficit

Stockholders' Deficit	11 Months Ended
	Dec. 31, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 8—Stockholders’ Deficit Preferred stock outstanding Common Stock — outstanding

Warrants

Warrants	11 Months Ended
	Dec. 31, 2021
Warrants
Warrants	Note 9—Warrants As of December 31, 2021, the Company has 3,432,300 and 4,721,533 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable commencing 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the 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 Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrant has an exercise price of $11.50 per full share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of 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 common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sale price of the 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 day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, it will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers or any of their permitted transferees. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value of Measurements

Fair Value of Measurements	11 Months Ended
	Dec. 31, 2021
Fair Value of Measurements
Fair Value of Measurements	Note 10—Fair Value of Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ Other ​ Other ​ ​ Quoted Prices in ​ Observable ​ Unobservable ​ ​ Active Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 171,656,153 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liability- Private Placement Warrants ​ $ — ​ $ — ​ $ 5,571,410 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2 3 Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants was measured at fair value using a Black-Scholes model. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes model is assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ issuance ​ 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.93 ​ $ 9.69 ​ Expected term (years) ​ ​ 6.59 ​ ​ 5.98 ​ Volatility ​ ​ 29.50 % ​ 16.20 % Risk-free rate ​ ​ 1.20 % ​ 1.35 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 % ​ The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended December 31, 2021 and for the period from January 28, 2021 (inception) through December 31, 2021, is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liability at January 28, 2021 (inception) $ — Issuance of Private Placement Warrants ​ ​ 10,551,330 Issuance of Private Placement Warrants (over-allotment) ​ ​ 685,920 Change in fair value of derivative warrant liability ​ ​ (5,665,840) Derivative warrant liability at December 31, 2021 ​ $ 5,571,410 ​

Subsequent Events

Subsequent Events	11 Months Ended
	Dec. 31, 2021
Subsequent Events
Subsequent Events	Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. ​ In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. ​

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	11 Months Ended
	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation ​ The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 December 31, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB Topic ASC 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature, other than the derivative warrant liabilities.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liability	Derivative Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company will evaluate its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Private Placement Warrants as of December 31, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, underwriting fees, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. If the Initial Public Offering proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would be charged to operations. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liability will be expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares issued were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 17,161,500 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021, the Company had full valuation allowance against the deferred tax assets. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,153,833 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended December 31, 2021 and for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Rep_2

Restatement of Previously Reported Balance Sheet (Tables)	11 Months Ended
	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of effect of financial statement adjustments related to Company's previously reported balance sheet, statement of cash flows, weighted average shares outstanding and basic and diluted earnings per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 25, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Restated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 153,674,699 ​ $ — $ 153,674,699 Total liabilities ​ $ 16,392,534 ​ $ — $ 16,392,534 Common stock subject to possible redemption ​ 132,282,160 ​ 17,717,840 ​ 150,000,000 Stockholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred stock ​ — ​ — ​ — Common stock ​ 608 ​ (177) ​ 431 Additional paid-in-capital ​ 9,001,994 ​ (9,001,994) ​ — Accumulated deficit ​ (4,002,597) ​ (8,715,669) ​ (12,718,266) Total stockholders' equity (deficit) ​ ​ 5,000,005 ​ ​ (17,717,840) ​ ​ (12,717,835) Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) ​ $ 153,674,699 ​ $ — ​ $ 153,674,699

Common Stock Subject to Possi_2

Common Stock Subject to Possible Redemption (Tables)	11 Months Ended
	Dec. 31, 2021
Common Stock Subject to Possible Redemption
Common Stock Subject to Possible Redemption Disclosure [Table Text Block]	The common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 171,615,000 Less: ​ Fair value of Public Warrants at issuance ​ ​ (7,894,290) Offering costs allocated at common stock subject to possible redemption ​ (9,494,877) Plus: ​ Accretion on common stock subject to possible redemption ​ 17,389,167 Common stock subject to possible redemption ​ $ 171,615,000

Fair Value of Measurements (Tab

Fair Value of Measurements (Tables)	11 Months Ended
	Dec. 31, 2021
Fair Value of Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ Other ​ Other ​ ​ Quoted Prices in ​ Observable ​ Unobservable ​ ​ Active Markets ​ Inputs ​ Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 171,656,153 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liability- Private Placement Warrants ​ $ — ​ $ — ​ $ 5,571,410
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, ​ ​ ​ issuance ​ 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.93 ​ $ 9.69 ​ Expected term (years) ​ ​ 6.59 ​ ​ 5.98 ​ Volatility ​ ​ 29.50 % ​ 16.20 % Risk-free rate ​ ​ 1.20 % ​ 1.35 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 %
Schedule of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs	​ ​ ​ ​ ​ Derivative warrant liability at January 28, 2021 (inception) $ — Issuance of Private Placement Warrants ​ ​ 10,551,330 Issuance of Private Placement Warrants (over-allotment) ​ ​ 685,920 Change in fair value of derivative warrant liability ​ ​ (5,665,840) Derivative warrant liability at December 31, 2021 ​ $ 5,571,410

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jun. 02, 2021USD ($)$ / sharesshares	May 25, 2021USD ($)D$ / sharesshares	Dec. 31, 2021USD ($)D$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum			1
Share price | $ / shares			$ 10
Proceeds from issuance initial public offering			$ 171,615,000
Net proceeds of sale			$ 171,600,000
Maximum number of purchase additional units sold initial public offering (in shares) | shares			2,250,000
Underwriting grants option days | D			45
Minimum Net Tangible Assets Upon Consummation Of Business Combination			$ 5,000,001
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account			80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%
Threshold percentage of public shares subject to redemption without company's prior written consents			20.00%
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Operating bank accounts			$ 1,700,000
Working capital			642,000
Payments for investment of cash in Trust Account			$ 171,615,000
Redemption period upon closure			24 months
Sponsor
Subsidiary, Sale of Stock [Line Items]
Payments for investment of cash in Trust Account			$ 25,000
Repayment of promissory note - related party			$ 67,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			$ 11.50
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares) | shares		15,000,000
Share price | $ / shares		$ 10	10
Purchase price, per unit | $ / shares			$ 10
Proceeds from issuance initial public offering		$ 150,000,000
Offering costs		8,800,000
Deferred underwriting commissions		$ 5,300,000
Maximum allowed dissolution expenses			$ 100,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares			4,433,333
Price of warrant | $ / shares			$ 1.50
Proceeds from sale of Private Placement Warrants			$ 6,700,000
Private Placement | Additional Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Additional units sold of shares | shares	288,200		288,200
Price of warrant | $ / shares	$ 1.50		$ 1.50
Proceeds from sale of Private Placement Warrants	$ 432,000		$ 400,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares) | shares	2,161,500
Proceeds from issuance initial public offering	$ 21,600,000
Maximum number of purchase additional units sold initial public offering (in shares) | shares		2,250,000
Underwriting grants option days | D		45
Offering costs	1,200,000
Deferred underwriting fess	$ 757,000
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			$ 10
Proceeds from sale of Private Placement Warrants			$ 171,600,000

Restatement of Previously Rep_3

Restatement of Previously Reported Balance Sheet (Details) - USD ($)	11 Months Ended
	Dec. 31, 2021	May 25, 2021	Jan. 27, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassifications Of Permanent To Temporary Equity, Shares	1,771,784
Minimum Net Tangible Assets Upon Consummation Of Business Combination	$ 5,000,001
Total assets	174,191,383	$ 153,674,699
Total Liabilities	13,471,084	16,392,534
Preferred Stock
Common stock	429	431
Accumulated deficit	(10,895,130)	(12,718,266)
Total stockholders' equity (deficit)	(10,894,701)	(12,717,835)	$ 0
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	174,191,383	153,674,699
Common Stock Subject to Redemption
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption	$ 171,615,000	150,000,000
Previously Reported [Member] | Reclassification from Permanent to Temporary Equity [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets		153,674,699
Total Liabilities		16,392,534
Preferred Stock
Common stock		608
Additional paid-in capital		9,001,994
Accumulated deficit		(4,002,597)
Total stockholders' equity (deficit)		5,000,005
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)		153,674,699
Previously Reported [Member] | Common Stock Subject to Redemption | Reclassification from Permanent to Temporary Equity [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption		132,282,160
Reclassification adjustment | Reclassification from Permanent to Temporary Equity [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Preferred Stock
Common stock		(177)
Additional paid-in capital		(9,001,994)
Accumulated deficit		(8,715,669)
Total stockholders' equity (deficit)		(17,717,840)
Reclassification adjustment | Common Stock Subject to Redemption | Reclassification from Permanent to Temporary Equity [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock subject to possible redemption		$ 17,717,840

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	May 25, 2021	Dec. 31, 2021
Cash equivalents		$ 0
Maturity term of U.S. government securities		185 days
Common stock shares subject to possible redemption		17,161,500
Unrecognized tax benefits		$ 0
Unrecognized tax benefits accrued for interest and penalties		0
Cash, FDIC Insured Amount		$ 250,000
Initial Public Offering.
Number of units sold initial public offering (in shares)	15,000,000
Anti-dilutive securities attributable to warrants (in shares)		8,153,833

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jun. 02, 2021	May 25, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Maximum number of purchase additional units sold initial public offering (in shares)			2,250,000
Proceeds from issuance initial public offering			$ 171,615,000
Share Price.			$ 10
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)		15,000,000
Number of shares in a unit			1
Number of shares issuable per warrant			1
Proceeds from issuance initial public offering		$ 150,000,000
Share Price.		$ 10	$ 10
Offering costs		$ 8,800,000
Deferred underwriting commissions		$ 5,300,000
Initial Public Offering. | Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)			17,161,500
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.20
Exercise price of warrants			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold initial public offering (in shares)	2,161,500
Maximum number of purchase additional units sold initial public offering (in shares)		2,250,000
Proceeds from issuance initial public offering	$ 21,600,000
Offering costs	1,200,000
Deferred underwriting fess	$ 757,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Jul. 14, 2021shares	Jun. 02, 2021USD ($)$ / sharesshares	Apr. 08, 2021shares	Feb. 13, 2021USD ($)shares	Dec. 31, 2021USD ($)D$ / sharesshares	Oct. 31, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price | $					$ 25,000
Common shares, shares outstanding (in shares)					4,290,375
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					20
Private Placement Warrants
Related Party Transaction [Line Items]
Price of warrant | $ / shares					$ 11.50
Over-allotment option | Private Placement Warrants
Related Party Transaction [Line Items]
Price of warrant | $ / shares					$ 10
Proceeds from Issuance of Warrants | $					$ 171,600,000
Private Placement
Related Party Transaction [Line Items]
Number of shares issuable per warrant					1
Private Placement | Private Placement Warrants
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)					4,433,333
Price of warrant | $ / shares					$ 1.50
Proceeds from Issuance of Warrants | $					$ 6,700,000
Private Placement | Additional Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Price of warrant | $ / shares		$ 1.50			$ 1.50
Proceeds from Issuance of Warrants | $		$ 432,000			$ 400,000
Additional units sold of shares		288,200			288,200
Founder Shares Member | Alexandra Lebenthal
Related Party Transaction [Line Items]
Number of shares issued	20,000
Founder Shares Member | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture		22,125
Common shares, shares outstanding (in shares)		4,290,375
Founder Shares Member | Sponsor
Related Party Transaction [Line Items]
Number of shares issued				4,312,500
Aggregate purchase price | $				$ 25,000
Share dividend			20,000
Aggregate number of shares owned			4,252,500
Shares subject to forfeiture						562,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					120 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	May 20, 2021	Dec. 31, 2021	Jan. 29, 2021
Related Party Transaction [Line Items]
Working Capital Loans		$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 70,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 15,000	108,000
Outstanding balance for services		0
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000	$ 150,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant		$ 1.50

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Thousands	Jun. 02, 2021shares	May 25, 2021Dshares	Dec. 31, 2021USD ($)itemD$ / sharesshares
Maximum number of demands for registration of securities | item			3
Underwriting grants option days | D			45
Maximum number of purchase additional units less underwriting discounts and commissions | shares			2,250,000
Deferred fee per unit | $ / shares			$ 0.35
Aggregate deferred underwriting commission fee payable			$ 6,000
Underwriting discount per unit | $ / shares			$ 0.20
Underwriting discount paid amount			$ 3,400
Initial Public Offering.
Aggregate deferred underwriting commission fee payable			5,250
Underwriting discount paid amount			3,000
Over-allotment option
Underwriting grants option days | D		45
Maximum number of purchase additional units less underwriting discounts and commissions | shares		2,250,000
Number of additional purchased units that exercised the over-allotment option | shares	2,161,500
Aggregate deferred underwriting commission fee payable			800
Underwriting discount paid amount			$ 400

Common Stock Subject to Possi_3

Common Stock Subject to Possible Redemption (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Gross proceeds from Initial Public Offering	$ 171,615,000
Common Stock Subject To Possible Redemption
Gross proceeds from Initial Public Offering	171,615,000
Fair value of Public Warrants at issuance	(7,894,290)
Offering costs allocated to common stock subject to possible redemption	(9,494,877)
Accretion on common stock subject to possible redemption	17,389,167
Common stock subject to possible redemption	$ 171,615,000

Common Stock Subject to Possi_4

Common Stock Subject to Possible Redemption - The condensed balance sheet (Details)	Dec. 31, 2021Vote$ / sharesshares	Mar. 31, 2021$ / sharesshares	Jan. 31, 2021$ / sharesshares
Common Stock Subject to Possible Redemption
Common shares, shares authorized	400,000,000	400,000,000	400,000,000
Common Stock, Par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock Shares Outstanding Including Shares Subject To Possible Redemption	21,451,875
Common shares, votes per share | Vote	1
Common stock shares subject to possible redemption	17,161,500

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Mar. 31, 2021	Jan. 31, 2021
Stockholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	Dec. 31, 2021Vote$ / sharesshares	Mar. 31, 2021$ / sharesshares	Jan. 31, 2021$ / sharesshares
Stockholders' Deficit
Common shares, shares authorized (in shares)	400,000,000	400,000,000	400,000,000
Common Stock, Par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	4,290,375
Common shares, shares outstanding (in shares)	4,290,375
Shares subject to possible redemption	17,161,500

Warrants (Details)

Warrants (Details)	11 Months Ended
	Dec. 31, 2021D$ / sharesshares
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	3,432,300
Warrant exercise period condition one	30 days
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 11.50
Share price trigger used to measure dilution of warrant | shares	9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Warrant exercise price adjustment multiple	180
Warrant redemption price adjustment multiple	115
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	4,721,533

Fair Value of Measurements - As

Fair Value of Measurements - Assets and liabilities that are measured at fair value on a recurring basis (Details)	Dec. 31, 2021USD ($)
Assets - Investments held in Trust Account:
Marketable securities held in Trust Account	$ 171,656,153
Liabilities
Derivative warrant liability	5,571,410
Level 1 | U.S. Treasury Securities
Assets - Investments held in Trust Account:
Marketable securities held in Trust Account	171,656,153
Level 3 | Private Placement Warrants
Liabilities
Derivative warrant liability	$ 5,571,410

Fair Value of Measurements (Det

Fair Value of Measurements (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Fair Value of Measurements
Fair value assets level 1 to level 2 transfers	$ 0
Fair value assets level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	$ 0

Fair Value of Measurements - Ch

Fair Value of Measurements - Change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs (Details) - Level 3	Dec. 31, 2021USD ($)	Jan. 27, 2021USD ($)
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Share price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.69	9.93
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.98	6.59
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	16.20	29.50
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.35	1.20
Dividend yield (per share)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0	0

Fair Value of Measurements - Qu

Fair Value of Measurements - Quantitative information regarding Level 3 fair value measurements inputs (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Private Warrants	$ 10,551,330
Change in fair value of derivative warrant liability	(5,665,840)
Derivative warrant liability, ending balance	5,571,410
Over-allotment option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Private Warrants	$ 685,920