Cascadia Acquisition (CCAI) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Registrant Name	CASCADIA ACQUISITION CORP.
Entity Central Index Key	0001846968
Entity File Number	001-40762
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	86-2105250
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1000 2nd Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98104
City Area Code	206
Local Phone Number	436-2550
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	CCAI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		15,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,750,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant
Trading Symbol	CCAIU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants
Trading Symbol	CCAIW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 109,275	$ 650,409
Prepaid expenses	494,422	698,366
Total current assets	603,697	1,348,775
Investments Held in Trust Account	150,091,877	150,001,689
Total assets	150,695,574	151,350,464
Current liabilities
Accrued expenses	343	86,813
Accrued offering costs	250,000	250,000
Franchise tax payable	100,000	174,845
Total current liabilities	350,343	511,658
Non-current liabilities
Deferred underwriter fee payable	5,250,000	5,250,000
Warrant liability	2,150,000	6,500,000
Total non-current liabilities	7,400,000	11,750,000
Total liabilities	7,750,343	12,261,658
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(7,055,144)	(10,911,569)
Total Stockholders' Deficit	(7,054,769)	(10,911,194)
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit	150,695,574	151,350,464
Common Class A [Member]
Redeemable Class A Common stock
Redeemable Class A common stock, $0.0001 par value; 100,000,000 shares authorized, 15,000,000 shares issued and outstanding subject to possible redemption, at redemption value	150,000,000	150,000,000
STOCKHOLDERS' DEFICIT
Common stock value	0	0
Common Class B [Member]
STOCKHOLDERS' DEFICIT
Common stock value	$ 375	$ 375

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000	100,000,000
Temporary Equity, Shares Issued	15,000,000	15,000,000
Temporary Equity, Shares Outstanding	15,000,000	15,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Subject to possible redemption, shares	15,000,000	15,000,000
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares, Issued	3,750,000	3,750,000
Common Stock, Shares, Outstanding	3,750,000	3,750,000

Statements of Operations

Statements of Operations - USD ($)		3 Months Ended		5 Months Ended	6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
General and administrative expenses		$ 204,150	$ 0	$ 2,500	$ 483,763
Franchise tax expense		50,000	0	0	100,000
Loss from operations		(254,150)	0	(2,500)	(583,763)
Other income
Interest earned on marketable securities held in Trust Account		385,947	0	0	385,947
Unrealized loss on investments held in Trust Account, net		(316,763)	0	0	(295,759)
Change in fair value of warrant liabilities		2,275,000	0	0	4,350,000
Total other income		2,344,184	0	0	4,440,188
Net income (loss) allocable to common stockholders		$ 2,090,034	$ 0	$ (2,500)	$ 3,856,425
Common Stock Subject To Possible Redemption [Member] | Common Class A [Member]
Other income
Weighted average of shares outstanding, Basic		15,000,000	0	0	15,000,000
Basic net income (loss) per share		$ 0.11	$ 0	$ 0	$ 0.21
Weighted average of shares outstanding, Diluted		15,000,000	0	0	15,000,000
Diluted net income (loss) per share		$ 0.11	$ 0	$ 0	$ 0.21
Non Redeemable Common Stock [Member] | Common Class B [Member]
Other income
Weighted average of shares outstanding, Basic	[1]	3,750,000	3,750,000	3,750,000	3,750,000
Basic net income (loss) per share		$ 0.11	$ 0	$ 0	$ 0.21
Weighted average of shares outstanding, Diluted	[1]	3,750,000	3,750,000	3,750,000	3,750,000
Diluted net income (loss) per share		$ 0.11	$ 0	$ 0	$ 0.21
[1]For the three months ended June 30, 2021 and period from February 16, 2021 (inception) through June 30, 2021, this excludes up to 562,500 of Class B shares that were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part (See Note 5).

Statements of Operations (Paren

Statements of Operations (Parenthetical) - shares	Jun. 30, 2022	Oct. 11, 2021	Jun. 30, 2021
Over-Allotment Option [Member] | Common Class B [Member]
Temporary Equity, Shares Outstanding	562,500	562,500	562,500

Statements of Changes in Class

Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated deficit [Member]
Balance at the beginning at Feb. 15, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning, Shares at Feb. 15, 2021		0	0
Issuance of Class B common stock to Sponsor	25,000		$ 431	24,569
Issuance of Class B common stock to Sponsor, Shares			4,312,500
Net income {loss)	(2,500)				(2,500)
Balance at the end at Mar. 31, 2021	22,500	$ 0	$ 431	24,569	(2,500)
Balance at the end, Shares at Mar. 31, 2021		0	4,312,500
Balance at the beginning at Feb. 15, 2021	0	$ 0	$ 0	0	0
Balance at the beginning, Shares at Feb. 15, 2021		0	0
Net income {loss)	(2,500)
Balance at the end at Jun. 30, 2021	22,500	$ 0	$ 431	24,569	(2,500)
Balance at the end, Shares at Jun. 30, 2021		0	4,312,500
Balance at the beginning at Mar. 31, 2021	22,500	$ 0	$ 431	24,569	(2,500)
Balance at the beginning, Shares at Mar. 31, 2021		0	4,312,500
Net income {loss)	0
Balance at the end at Jun. 30, 2021	22,500	$ 0	$ 431	24,569	(2,500)
Balance at the end, Shares at Jun. 30, 2021		0	4,312,500
Balance at the beginning at Dec. 31, 2021	(10,911,194)	$ 150,000,000	$ 375	0	(10,911,569)
Balance at the beginning, Shares at Dec. 31, 2021		15,000,000	3,750,000
Net income {loss)	1,766,391				1,766,391
Balance at the end at Mar. 31, 2022	(9,144,803)	$ 150,000,000	$ 375	0	(9,145,178)
Balance at the end, Shares at Mar. 31, 2022		15,000,000	3,750,000
Balance at the beginning at Dec. 31, 2021	(10,911,194)	$ 150,000,000	$ 375	0	(10,911,569)
Balance at the beginning, Shares at Dec. 31, 2021		15,000,000	3,750,000
Net income {loss)	3,856,425
Balance at the end at Jun. 30, 2022	(7,054,769)	$ 150,000,000	$ 375	0	(7,055,144)
Balance at the end, Shares at Jun. 30, 2022		15,000,000	3,750,000
Balance at the beginning at Mar. 31, 2022	(9,144,803)	$ 150,000,000	$ 375	0	(9,145,178)
Balance at the beginning, Shares at Mar. 31, 2022		15,000,000	3,750,000
Net income {loss)	2,090,034				2,090,034
Balance at the end at Jun. 30, 2022	$ (7,054,769)	$ 150,000,000	$ 375	$ 0	$ (7,055,144)
Balance at the end, Shares at Jun. 30, 2022		15,000,000	3,750,000

Statements of Changes in Clas_2

Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical) - shares	Jun. 30, 2022	Oct. 11, 2021	Jun. 30, 2021
Common Class B [Member] | Over-Allotment Option [Member]
Temporary Equity, Shares Outstanding	562,500	562,500	562,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	5 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income {loss)	$ (2,500)	$ 3,856,425
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	0	(385,947)
Unrealized loss on investments held in Trust Account	0	295,759
Change in fair value of warrant liabilities	0	(4,350,000)
Changes in operating assets and liabilities:
Prepaid expenses	0	203,944
Accrued expenses	2,500	(86,470)
Franchise tax payable	0	(74,845)
Net cash used in operating activities	0	(541,134)
Cash Flows from Financing Activities
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from Sponsor note	63,600	123,795
Repayment of Sponsor note	(63,600)
Net cash provided by financing activities	25,000
Net increase (decrease) in cash	25,000	(541,134)
Cash—Beginning of period	0	650,409
Cash—End of period	25,000	$ 109,275
Supplemental disclosures of non-cash activities:
Offering costs included in accrued offering costs	$ 275,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cascadia Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 16, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses (the “Initial Business Combination” or “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to concentrate on sourcing business combination opportunities in industry sectors that are being fundamentally reshaped by the introduction of advanced technologies, such as robotics, automation, and artificial intelligence (“RAAI”), commonly referred to as “Industry 4.0.” In addition to RAAI, which the Company expects will be a key theme and focus as it sources business combination opportunities, the Company plans to also utilize the experience and relationship networks of its management team and board of directors to identify and source attractive and high growth opportunities in the environmental, social and governance, and specifically, the sustainability arena. As of June 30, 2022, the Company had not commenced operations. All activity for the period from February 16, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The Company will generate non-operating The Company’s sponsor is Cascadia Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 25, 2021. On August 30, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, and incurring offering costs of $8,868,326 of which $5,250,000 was for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating total gross proceeds of $5,000,000 (the “Private Placement”). The Company granted the underwriter a 45-day Following the closing of the Initial Public Offering on August 30, 2021, $150,000,000, or $10.00 per Unit, from this Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Nasdaq rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the Trust Account (excluding deferred underwriting costs and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding 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 anticipated to be $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commissions, of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 15% or more of the Public Shares, without the prior consent of the Company. The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party whose executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest, cause of action or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources, and Going Concern As of June 30, 2022, the Company had $109,275 of cash in its operating bank account and $350,343 in current liabilities. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 5), and promissory note from the Sponsor (as defined in Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement. Based on the foregoing, the Company does not believe that it has sufficient liquidity, through funds held outside of the Trust Account, to meet its current and future estimated financial obligations. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date of the financial statements. Management plans to address this uncertainty through Working Capital Loans, and through consummation of a Business Combination. There is no assurance that Working Capital Loans will be available to the Company or that the Company’s plans to consummate a Business Combination will be successful. Furthermore, if we are unable to complete a business combination by February 28, 2023, we will cease all operations except for the purpose of liquidation, unless there is an extension on our period to complete a business combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Use of Estimates The preparation of the financial statements in conformity with U.S. 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. 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 did not have cash equivalents as of June 30, 2022 or December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheet at fair value at the end the reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering Warrant Liabilities and Class A Common Stock Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability. The 7,500,000 public warrants issued in connection with the Initial Public Offering and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current As discussed in Note 3, all of the 15,000,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, as of June 30, 2022 and December 31, 2021, 15,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable As of June 30, 2022 and 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the three months ended June 30, 2022 and 2021, six months ended June 30, 2022 and period from February 16, 2021 (Inception) through June 30, 2021, earnings and losses are allocated pro rata between the two classes of common shares as follows: For the three months ended For the six months ended For the period from 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 1,675,864 $ 414,170 $ — $ — $ 3,085,140 $ 771,285 $ — $ (2,500 ) Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 — 3,750,000 15,000,000 3,750,000 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ — $ 0.21 $ 0.21 $ — $ (0.00 )

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING On August 30, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-half

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 5,000,000 warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,000,000. Each of the Private Placement Warrants is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The Sponsor transferred $5,000,000 to the Trust Account. The proceeds from the sale of the Private Placement Warrants were added to the net 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED-PARTY TRANSACTIONS Founder Shares On February 22, 2021, the Sponsor paid $25,000 in consideration for 4,312,500 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 562,500 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares, with the exception of transferring, assigning or selling its Founder Shares to members of the Company’s board of directors and management team, until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. On August 26, 2021, the Sponsor assigned 75,000 Founder Shares to three directors (25,000 shares each) of the Company that will automatically convert to Class A shares upon the consummation of the Initial Business Combination (the “Award”). Pursuant to ASC 718, Compensation-Stock Compensation Related-Party Loans 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 directors and officers may loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Promissory Note – Related Party On February 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest Administrative Services Agreement Commencing on the date of the Initial Public Offering, the Company entered into an agreement to pay Cascadia Capital Holdings, LLC a total of $10,000 per month for executive, and other operational support, including accounting services and office space provided to members of our management team. The Company and Cascadia Capital Holdings, LLC agreed to end these payments after the February 2022 payment. The Company and the Sponsor have agreed to indemnify Cascadia Capital Holdings, LLC and its affiliates in connection with the services provided pursuant to the services agreement. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriter a 45-day The underwriter received a cash underwriting discount of $0.55 per Unit, or $8,250,000 in the aggregate of which $3,000,000 was paid upon the closing of the Initial Public Offering. The representative of the underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $5,250,000, which constitutes the underwriter’s deferred commissions will be paid to the underwriter from the funds held in the Trust Account.

Redeemable Class A Common Stock

Redeemable Class A Common Stock And Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Redeemable Class A Common Stock And Stockholders' Equity	NOTE 7. REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY Preferred stock Class A Common Stock Holders of the Company’s Class A common stock have the opportunity to redeem all or a portion of their public shares upon the completion of the Initial Business Combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in management’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Class A common stock in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (as prescribed by exchange listing standards). In addition, the proposed Initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration the Company would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Initial Business Combination or redeem any shares in connection with such Initial Business Combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law, provided that only holders of Class B common stock have the right to vote on the election of the Company’s directors prior to the initial Business Combination and may remove a member of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock upon the consummation of a Business Combination on a one-for-one as-converted one-for-one

Warrant Liability

Warrant Liability	6 Months Ended
	Jun. 30, 2022
Warrant Liability [Abstract]
Warrant Liability	NOTE 8. WARRANT LIABILITY As of June 30, 2022 and December 31, 2021, the Company had 7,500,000 Public Warrants and 5,000,000 Private Placement Warrants outstanding in accordance with the guidance contained in ASC 815-40. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a 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 Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elects, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock split, stock dividend, reorganization, recapitalization and the like. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board 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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable The Company accounted for the 12,500,000 warrants issued in connection with the Initial Public Offering (comprised of 7,500,000 Public Warrants and 5,000,000 Private Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS At December 31, 2021, assets held in the Trust Account were comprised of $150,001,689, in U.S. treasury bills and mutual funds which are invested in U.S. Treasury Securities. During the quarter ended June 30, 2022, the U.S. treasury bills held at December 31, 2021 matured, the proceeds of which were used to acquire U.S. treasury notes. At June 30, 2022, assets held in the Trust Account were comprised The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account — Treasury Securities $ 150,091,877 $ — $ — Liabilities: Public Warrants $ 1,350,000 $ — $ — Private Placement Warrants $ $ 800,000 $ — 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 the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account — Treasury Securities $ 150,001,689 $ — $ — Liabilities: Public Warrants $ 4,050,000 $ — $ — Private Placement Warrants $ $ 2,450,000 $ — Transfer to/from Levels 1, 2, and 3 are recognized at the beginning of the quarter in which the transfer occurred. There were no transfers between levels of the hierarchy for the three and six months ended June 30, 2022. The Public Warrants are classified as Level 1 as they are separately listed and traded in an active market during the period. The Private Placement Warrants are classified as Level 2 as all of the significant inputs to the valuation model used to estimate the fair value of the Private Placement Warrants became directly or indirectly observable from the listed Public Warrants. Level 1 assets include investments in U.S. treasury bills and notes, and mutual funds. For the six months ended June 30, 2022, the Company recognized an unrealized gain in the statement of operations resulting from a decrease in the fair value of the warrant liability of $4.35 million from December 31, 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. 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. 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 did not have cash equivalents as of June 30, 2022 or December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheet at fair value at the end the reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Expenses of Offering
Warrant Liabilities and Class A Common Stock Subject to Possible Redemption	Warrant Liabilities and Class A Common Stock Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability. The 7,500,000 public warrants issued in connection with the Initial Public Offering and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current As discussed in Note 3, all of the 15,000,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, as of June 30, 2022 and December 31, 2021, 15,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes
Income Taxes	ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement
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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable As of June 30, 2022 and 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the three months ended June 30, 2022 and 2021, six months ended June 30, 2022 and period from February 16, 2021 (Inception) through June 30, 2021, earnings and losses are allocated pro rata between the two classes of common shares as follows: For the three months ended For the six months ended For the period from 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 1,675,864 $ 414,170 $ — $ — $ 3,085,140 $ 771,285 $ — $ (2,500 ) Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 — 3,750,000 15,000,000 3,750,000 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ — $ 0.21 $ 0.21 $ — $ (0.00 )

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For the three months ended June 30, 2022 and 2021, six months ended June 30, 2022 and period from February 16, 2021 (Inception) through June 30, 2021, earnings and losses are allocated pro rata between the two classes of common shares as follows: For the three months ended For the six months ended For the period from 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 1,675,864 $ 414,170 $ — $ — $ 3,085,140 $ 771,285 $ — $ (2,500 ) Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 — 3,750,000 15,000,000 3,750,000 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.11 $ 0.11 $ — $ — $ 0.21 $ 0.21 $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Summary of Assets 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 June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account — Treasury Securities $ 150,091,877 $ — $ — Liabilities: Public Warrants $ 1,350,000 $ — $ — Private Placement Warrants $ $ 800,000 $ — 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 the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account — Treasury Securities $ 150,001,689 $ — $ — Liabilities: Public Warrants $ 4,050,000 $ — $ — Private Placement Warrants $ $ 2,450,000 $ —

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)			6 Months Ended
	Aug. 30, 2021	Feb. 22, 2021	Jun. 30, 2022	Dec. 31, 2021
Sale of stock issue price per share			$ 10
Deferred underwriting discount non current	$ 5,250,000		$ 5,250,000	$ 5,250,000
Prospective assets of acquiree as a percentage of fair value of assets in the trust account			80%
Equity method investment ownership percentage			50%
Minimum net worth to consummate business combination			$ 5,000,001
Expenses payable on dissolution			$ 100,000
Temporary equity redemption price per share			$ 10
Number of days to buy units	45 days
Number of additional units issue under Initial Public Offering price	2,250,000
Percentage of public shares to be redeemed in exchange act			15%
Cash			$ 109,275
Liabilities, Current			$ 350,343	$ 511,658
Pro Forma [Member]
Sale of stock issue price per share			$ 10
Founder [Member]
Stock shares issued during the period for services shares		4,312,500	25,000
Private Placement Warrants [Member]
Class of warrants or rights warrants issued during the period units			5,000,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Number of days to buy units	45 days
Number of additional units issue under Initial Public Offering price	450,000
Class of warrants or rights warrants issued during the period value	$ 5,000,000
IPO [Member] | Private Placement Warrants [Member]
Stock issued during the period shares	150,000,000
Sale of stock issue price per share	$ 10
Class of warrants or rights warrants issued during the period units	5,000,000
Class of warrants or rights warrants issued issue price per warrant	$ 1
Term of restricted investments	185 days
Common Class A [Member]
Sale of stock issue price per share			$ 9.2
Common Class A [Member] | IPO [Member]
Stock issued during the period shares	15,000,000
Sale of stock issue price per share	$ 10
Proceeds from initial public offering	$ 150,000,000
Total transaction costs incurred in connection with initial public offering	8,868,326
Deferred underwriting discount non current	$ 5,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cash insured with federal depository insurance corporation	$ 250,000
Cash equivalents	$ 0	$ 0
Public Warrants [Member]
Class of warrants or rights warrants issued during the period units	7,500,000
Private Placement Warrants [Member]
Class of warrants or rights warrants issued during the period units	5,000,000
Common Class A [Member]
Antidiluted securities	12,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($)		3 Months Ended		5 Months Ended	6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Common Class A [Member]
Numerator:
Allocation of net income (loss)		$ 1,675,864	$ 0	$ 0	$ 3,085,140
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member]
Denominator:
Weighted average common shares outstanding, Basic		15,000,000	0	0	15,000,000
Basic net income (loss) per common share		$ 0.11	$ 0	$ 0	$ 0.21
Denominator:
Weighted average common shares outstanding, Diluted		15,000,000	0	0	15,000,000
Diluted net income (loss) per common share		$ 0.11	$ 0	$ 0	$ 0.21
Common Class B [Member]
Numerator:
Allocation of net income (loss)		$ 414,170	$ 0	$ (2,500)	$ 771,285
Common Class B [Member] | Non Redeemable Common Stock [Member]
Denominator:
Weighted average common shares outstanding, Basic	[1]	3,750,000	3,750,000	3,750,000	3,750,000
Basic net income (loss) per common share		$ 0.11	$ 0	$ 0	$ 0.21
Denominator:
Weighted average common shares outstanding, Diluted	[1]	3,750,000	3,750,000	3,750,000	3,750,000
Diluted net income (loss) per common share		$ 0.11	$ 0	$ 0	$ 0.21
[1]For the three months ended June 30, 2021 and period from February 16, 2021 (inception) through June 30, 2021, this excludes up to 562,500 of Class B shares that were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part (See Note 5).

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Proceeds from temporary equity issuance	$ 150,000,000
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member] | Public Warrants [Member]
Class of warrants or rights exercise price per share	$ 11.5
IPO [Member] | Common Class A [Member]
Temporary equity stock shares issued during the period shares	15,000,000
Temporary equity shares issued price per share	$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Proceeds raised from warrant issuances transferred to the trust account | $	$ 5,000,000
Proceeds received from private placement | $	$ 5,000,000
Private Placement Warrants [Member]
Class of warrants or rights warrants issued during the period units | shares	5,000,000
Class of warrants or rights warrants issued issue price per warrant | $ / shares	$ 1
Class of warrants or rights number of shares called by each warrant or right | shares	1
Class of warrants or rights exercise price per share | $ / shares	$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)				3 Months Ended	5 Months Ended	6 Months Ended
	Oct. 11, 2021	Aug. 26, 2021	Feb. 22, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Share price				$ 12		$ 12
Number of trading days for determining share price						20 days
Number of consecutive trading days for determining the share price						30 days
Waiting period after which the share trading days are considered						150 days
Proceeds from notes payable					$ 63,600	$ 123,795
Common Class B [Member]
Common Stock, Shares, Outstanding				3,750,000		3,750,000	3,750,000
Founder [Member]
Stock issued during the period for services value			$ 25,000
Stock issued during the period for services shares			4,312,500			25,000
Founder [Member] | Maximum [Member]
Percentage of the total common stock outstanding								20%
Founder [Member] | Common Class B [Member]
Common stock shares subject to forfeiture								562,500
Interse transfer of shares		75,000
Shares issued share based payment arrangement forfeited	562,500
Common Stock, Shares, Outstanding	3,750,000
Founder [Member] | Common Class B [Member] | Transferee One [Member]
Interse transfer of shares		25,000
Founder [Member] | Common Class B [Member] | Transferee Two [Member]
Interse transfer of shares						25,000
Founder [Member] | Common Class B [Member] | Transferee Three [Member]
Interse transfer of shares						25,000
Promissory Note [Member]
Related party transaction, expenses from transactions						$ 300,000
Administration And Support Services [Member]
Related party transaction fees payable per month						10,000
Related party transaction, service agreement expenses				$ 0		20,000
Working Capital Loans [Member]
Working capital loans convertible into equity warrants				$ 1,500,000		$ 1,500,000
Debt instrument conversion price per share				$ 1		$ 1

Commitments - Additional Inform

Commitments - Additional Information (Detail) - USD ($)		6 Months Ended
	Aug. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Commitments [Line Items]
Underwriting discount per unit	$ 0.55
Underwriting discount	$ 8,250,000
Deferred underwriting discount non current	5,250,000	$ 5,250,000	$ 5,250,000
IPO [Member]
Commitments [Line Items]
Payment of underwriting fees	$ 3,000,000
Deferred underwriting commission as a percentage of gross proceeds		3.50%

Redeemable Class A Common Sto_2

Redeemable Class A Common Stock And Stockholders' Equity - Additional Information (Detail) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Oct. 11, 2021	Jun. 30, 2021
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, conversion basis, percent	20%
Minimum networth needed post redemption of temporary equity	$ 5,000,001
Common Class A [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Temporary equity, shares outstanding	15,000,000	15,000,000
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares, issued	3,750,000	3,750,000
Common stock, shares, outstanding	3,750,000	3,750,000
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, shares authorized	10,000,000
Temporary equity, shares outstanding	562,500		562,500	562,500
Class A Common Stock Subject to Possible Redemption [Member]
Common stock, shares, issued	15,000,000	15,000,000
Common stock, shares, outstanding	15,000,000	15,000,000

Warrant Liability - Additional

Warrant Liability - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Warrant Liability [Line Items]
Sale of stock issue price per share	$ 10
Percentage of consideration payable to shareholders of predecessor company in shares	60%
Number of trading days for determining the share price	20 days
Volume weighted average price of shares	$ 9.2
Share price	12
Class of warrants or rights redemption price per unit	$ 0.01
Minimum notice period to be given to the holders of warrants	30 days
Number of consecutive trading days for determining the share price	30 days
Share redemption trigger price	$ 18
Warrants and rights outstanding	$ 12,500,000
Public Warrants [Member]
Warrant Liability [Line Items]
Warrants and rights outstanding term	5 years
Warrants exercisable term from the date of completion of business combination	30 days
Warrants exercisable term from the closing of IPO	12 months
Warrants and rights outstanding	$ 7,500,000	$ 7,500,000
Private Placement Warrants [Member]
Warrant Liability [Line Items]
Minimum lock In period for transfer, assign or sell warrants after completion of IPO	30 days
Warrants and rights outstanding	$ 5,000,000	$ 5,000,000
Maximum [Member]
Warrant Liability [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price	180%
Minimum [Member]
Warrant Liability [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price	115%
Common Class A [Member]
Warrant Liability [Line Items]
Sale of stock issue price per share	$ 9.2
Share price	$ 18
Number of consecutive trading days for determining volume weighted average price of shares	20 days
Number of consecutive trading days for determining the share price	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets Measured at Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) | Public Warrants [Member]
Liabilities:
derivative warrant liabilities	$ 1,350,000	$ 4,050,000
Quoted Prices in Active Markets (Level 1) | Asset Held in Trust [Member]
Assets:
Investments held in Trust Account - Treasury Securities Money Market Fund	150,091,877	150,001,689
Significant Other Observable Inputs (Level 2) | Public Warrants [Member]
Liabilities:
derivative warrant liabilities	0	0
Significant Other Observable Inputs (Level 2) | Private Placement Warrants [Member]
Liabilities:
derivative warrant liabilities	800,000	2,450,000
Significant Other Observable Inputs (Level 2) | Asset Held in Trust [Member]
Assets:
Investments held in Trust Account - Treasury Securities Money Market Fund	0	0
Significant Other Unobservable Inputs (Level 3) | Public Warrants [Member]
Liabilities:
derivative warrant liabilities	0	0
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants [Member]
Liabilities:
derivative warrant liabilities	0	0
Significant Other Unobservable Inputs (Level 3) | Asset Held in Trust [Member]
Assets:
Investments held in Trust Account - Treasury Securities Money Market Fund	$ 0	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Unrealized gain from fair value of warrant liabilities	$ 4,350,000
US Treasury Securities [Member]
Assets held in the Trust Account	$ 150,091,877	$ 150,001,689