Live Oak Crestview Climate Acquisition (LOCC) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	8 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.
Entity Central Index Key	0001848323
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity File Number	001-40832
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	40 S. Main Street
Entity Address, Address Line Two	#2550
Entity Address, City or Town	Memphis
Entity Address, Country	TN
Entity Address, Postal Zip Code	38103
City Area Code	901
Local Phone Number	685-2865
Document Quarterly Report	true
Document Transition Report	false
Trading Symbol	LOCC
Title of 12(b) Security	Class A common stock included as part of the units
Security Exchange Name	NYSE
Entity Tax Identification Number	86-2044161
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one- third of one redeemable warrant [Member]
Entity Information [Line Items]
Trading Symbol	LOCC.U
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one- third of one redeemable warrant
Security Exchange Name	NYSE
Redeemable warrants included as part of the units [Member]
Entity Information [Line Items]
Trading Symbol	LOCC WS
Title of 12(b) Security	Redeemable warrants included as part of the units
Security Exchange Name	NYSE
Common Class A [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		20,000,000
Common Class B [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Balance Sheet

Condensed Balance Sheet	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 3,277,648
Prepaid expenses	1,016,799
Total current assets	4,294,447
Investments held in Trust Account	200,000,084
Total Assets	204,294,531
Current liabilities:
Accounts payable	1,138,643
Accrued expenses	268,100
Franchise tax payable	126,077
Total current liabilities	1,532,820
Deferred legal fees	150,000
Deferred underwriting commissions	6,300,000
Total Liabilities	7,982,820
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares at $10.00 per share	200,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0
Additional paid-in capital	0
Accumulated deficit	(3,688,864)
Total stockholders' deficit	(3,688,289)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	204,294,531
Common Class A [Member]
Stockholders' Deficit:
Common Stock, Value	0
Common Class B [Member]
Stockholders' Deficit:
Common Stock, Value	$ 575	[1]
[1]	This number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in 750,000 shares of Class B common stock that were subject to forfeiture to be forfeited.

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Temporary equity shares Outstanding	20,000,000
Temporary equity par or stated value per share | $ / shares	$ 0.0001
Temporary equity redemption price per share | $ / shares	10
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	250,000,000
Common stock shares issued	20,000,000
Common stock shares outstanding	20,000,000
Common Class B [Member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	20,000,000
Common stock shares issued	5,750,000
Common stock shares outstanding	5,750,000
Common Class B [Member] | Over-Allotment Option [Member]
Shares stock subject to forfeiture underwriters	750,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	8 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
General and Administrative Expense		$ 34,886	$ 37,307
General and administrative expenses—related party		15,000	15,000
Franchise tax expenses		50,274	126,077
Loss from operations		(100,160)	(178,384)
Other income:
Interest income from investments held in Trust Account		84	84
Net loss		$ (100,076)	$ (178,300)
Common Class A [Member]
Other income:
Weighted average shares outstanding of common stock, basic and diluted		869,565	353,982
Basic and diluted net loss per share		$ (0.02)	$ (0.03)
Common Class B [Member]
Other income:
Weighted average shares outstanding of common stock, basic and diluted	[1]	5,000,000	5,000,000
Basic and diluted net loss per share		$ (0.02)	$ (0.03)
[1]	This number excludes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in 750,000 shares of Class B common stock that were subject to forfeiture to be forfeited.

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical) - Common Class B [Member] - Over-Allotment Option [Member] - shares	Nov. 08, 2021	Sep. 30, 2021
Shares stock subject to forfeiture underwriters		750,000
Subsequent Event [Member]
Shares common stock subject to forfeiture	750,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)		Total	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Common Class A [Member]Common Stock [Member]	Common Class B [Member]Common Stock [Member]
Beginning Balance at Feb. 11, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Feb. 11, 2021					0	0
Issuance of Class B common stock to Sponsor	[1]	25,000	24,425			$ 575
Issuance of Class B common stock to Sponsor (in shares)	[1]					5,750,000
Net loss		(27,765)	0	(27,765)
Ending Balance at Mar. 31, 2021		(2,765)	24,425	(27,765)	$ 0	$ 575
Ending Balance (in shares) at Mar. 31, 2021					0	5,750,000
Beginning Balance at Feb. 11, 2021		0	0	0	$ 0	$ 0
Beginning Balance (in shares) at Feb. 11, 2021					0	0
Net loss		(178,300)
Ending Balance at Sep. 30, 2021		(3,688,289)	0	(3,688,864)	$ 0	$ 575
Ending Balance (in shares) at Sep. 30, 2021					0	5,750,000
Beginning Balance at Mar. 31, 2021		(2,765)	24,425	(27,765)	$ 0	$ 575
Net loss		(50,459)	0	(50,459)
Ending Balance at Jun. 30, 2021		(53,224)	24,425	(78,224)	$ 0	$ 575
Ending Balance (in shares) at Jun. 30, 2021					0	5,750,000
Sale of private placement warrants to Sponsor in private placement		7,000,000	7,000,000
Fair value of Public Warrants included in the Units sold in the Initial Public Offering		6,933,330	6,933,330
Offering costs associated with issuance of Public and Private Placement Warrants		(617,213)	(617,213)
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors		6,834,884	6,834,884
Accretion for Class A common stock to possible redemption amount		(23,685,990)	(20,175,426)	(3,510,564)
Net loss		(100,076)		(100,076)
Ending Balance at Sep. 30, 2021		$ (3,688,289)	$ 0	$ (3,688,864)	$ 0	$ 575
Ending Balance (in shares) at Sep. 30, 2021					0	5,750,000
[1]	This number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 8, 2021, the over-allotment option expired, resulting in 750,000 shares of Class B common stock that were subject to forfeiture to be forfeited.

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' Deficit (Parenthetical) - Common Class B [Member] - Over-Allotment Option [Member] - shares	Nov. 08, 2021	Sep. 30, 2021
Shares stock subject to forfeiture underwriters		750,000
Subsequent Event [Member]
Shares common stock subject to forfeiture	750,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	8 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (178,300)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account	(84)
Changes in operating assets and liabilities:
Prepaid expenses	(13,524)
Accrued expenses	12,500
Accounts payable	50,212
Franchise tax payable	126,077
Net cash used in operating activities	(3,119)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(200,000,000)
Net cash used in investing activities	(200,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	125,500
Repayment of note payable to related party	(125,500)
Proceeds received from initial public offering, gross	200,000,000
Proceeds received from private placement	7,000,000
Offering costs paid	(3,744,233)
Net cash provided by financing activities	203,280,767
Net increase in cash	3,277,648
Cash - beginning of the period	0
Cash - end of the period	3,277,648
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	85,156
Offering costs included in accrued expenses	255,600
Deferred legal fees	150,000
Deferred underwriting commissions	6,300,000
Prepaid expenses included in accounts payable	1,003,275
Value of Class B common stock transferred to Anchor Investors at Initial Public Offering	$ 6,834,884

Description of Organization and

Description of Organization and Business Operations	8 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Live Oak Crestview Climate Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from February 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, the identification and evaluation of prospective acquisition targets for an initial Business Combination, and ongoing administrative and compliance matters. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is LOCC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2021. On September 27, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $17.4 million, of which approximately $6.3 million and $150,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,666 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 $7.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of 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 of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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 the 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 held in the Trust Account (initially at $10.00 per Public Share). The per-share 3a51-1 incorporation (the “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 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 Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) 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. 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 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 Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 27, 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 per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders 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 the deferred underwriting commission (see Note 5) 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 other funds held in the Trust Account that will be available to fund the redemption of the 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. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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 of 1933, as amended (the “Securities Act”). 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 or claim of any kind in or to monies held in the Trust Account. 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 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $3.3 million in its operating bank account and working capital of approximately $2.8 million (investment income classified in the Trust Account is available to the Company for payment of its tax obligations). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), and the loan proceeds from the Sponsor of approximately $125,500 under the Note (as defined in Note 4). The Company repaid the Note in full on September 27, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus and the Current Report on Form 8-K Use of Estimates The preparation of 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 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in 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. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs were charged against the carrying value of Class A common stock. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering, 20,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 11,333,332 shares of Class A common stock, 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 loss per share is the same as basic net loss per share for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For the period from February 12, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,826 ) $ (85,250 ) $ (11,788 ) $ (166,512 ) Denominator: Basic and diluted weighted average common stock outstanding 869,565 5,000,000 353,982 5,000,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 ) 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 September 30, 2021, the Company had a 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 September 30, 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 September 30, 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On September 27, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $17.4 million, of which $6.3 million and $150,000 was for deferred underwriting commissions and deferred legal fees, respectively. Of the 20,000,000 Units sold in the Initial Public Offering, certain investors identified by the Sponsor purchased 2,000,000 Units, and certain investment funds (the “Anchor Investors”) purchased an aggregate of 14,670,000 Units. Each Unit consists of one share of Class A common stock and one-third

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On February 17, 2021, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In June 2021, the Sponsor returned to the Company at no cost an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 5,750,000 shares of Class B common stock outstanding. The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 8, 2021, the over-allotment option expired, resulting in 750,000 Founder Shares that were subject to forfeiture to be forfeited. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the 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 reported closing price of 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 In exchange for the Anchor Investors’ participation in the Initial Public Offering as described in Note 3, the Sponsor sold a total of 926,136 Founder Shares to the Anchor Investors. The Company determined that the fair value of these Founder Shares was approximately $6.8 million (or $7.38 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these Founder Shares, over the price sold to the Anchor Investors, as an expense of the Initial Public Offering resulting in a charge against the carrying value of Class A common stock. Related Party Loans On February 12, 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 “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $125,500 under the Note and fully repaid on September 27, 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, 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 or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,666 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Administrative Support Agreement On September 22, 2021, the Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay such affiliate a total of $15,000 per month for utilities and secretarial and administrative support through the earlier of consummation of the initial Business Combination and the Company’s liquidation. For the three months ended September 30, 2021, the Company incurred expenses of $15,000 under this agreement. As of September 30, 2021, the Company had $15,000 outstanding for services in connection with such agreement on the accompanying condensed balance sheet. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or the warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of at least $25 million in value of these securities were entitled to demand that the Company file a registration statement covering such securities and to require the Company to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed and underwritten offerings subsequent to the completion of the initial Business Combination. The Company will bear the cost of registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters agreed not to take any commissions for the 2,000,000 Units sold to certain investors identified by the Sponsor as described in Note 3. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $3.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $6.3 million in the aggregate. 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. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer an aggregate of $150,000 of their fees until the completion of the initial Business Combination. As of September 30, 2021, the Company recorded deferred legal fees of $150,000 in connection with such services on the accompanying condensed

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	8 Months Ended
	Sep. 30, 2021
Ordinary Shares Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6 – Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 20,000,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 200,000,000 Less: Fair value of Public Warrants at issuance (6,933,330 ) Offering costs allocated to Class A common stock (16,752,659 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,685,989 Class A common stock subject to possible redemption $ 200,000,000

Stockholders' Deficit

Stockholders' Deficit	8 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock— Class A Common Stock— shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity on the condensed balance sheet. Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law, provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one one-for-one

Warrants

Warrants	8 Months Ended
	Sep. 30, 2021
Warrant Liability [Abstract]
Warrants	Note 8—Warrants As of September 30, 2021, the Company had 6,666,666 Public Warrants and 4,666,666 Private Placement Warrants 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the 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 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants. The Company has also agreed to use its commercially reasonable efforts to cause the registration statement to become effective and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th 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. The warrants have an exercise price of $11.50 per share, subject to adjustments, 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 Class A common stock or equity- linked securities in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 its affiliates, 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 average last reported sale price of the common stock as reported during the 10 trading day period ending on the trading day prior to the date of the consummation of 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 under “Redemption of Public Warrants” 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, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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 non-redeemable. Redemption of Public Warrants Once the warrants become exercisable, the Company may call the Public Warrants for redemption for cash: • 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 (the “30-day • if, and only if, the last reported sale price of the Class A common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30-trading The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants may not be redeemed by the Company and the holders of Private Placement Warrants may elect to exercise the warrants on a “cashless” basis. In no event will the Company be required to net cash settle any warrant. 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 Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Active (Level 1) Significant Other Observable Inputs (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - Money Market Fund $ 200,000,084 $ — $ — Level 1 assets include investments in a money market fund that invest solely in U.S. Treasury 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. 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, and 3 during the period from February 12, 2021 (inception) through September 30, 2021.

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed 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 condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus and the Current Report on Form 8-K
Use of Estimates	Use of Estimates The preparation of 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 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in 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. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheet.
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.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs were charged against the carrying value of Class A common stock.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering, 20,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net loss per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 11,333,332 shares of Class A common stock, 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 loss per share is the same as basic net loss per share for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For the period from February 12, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,826 ) $ (85,250 ) $ (11,788 ) $ (166,512 ) Denominator: Basic and diluted weighted average common stock outstanding 869,565 5,000,000 353,982 5,000,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 )
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 September 30, 2021, the Company had a 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 September 30, 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 September 30, 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For the period from February 12, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ (14,826 ) $ (85,250 ) $ (11,788 ) $ (166,512 ) Denominator: Basic and diluted weighted average common stock outstanding 869,565 5,000,000 353,982 5,000,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.03 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	8 Months Ended
	Sep. 30, 2021
Ordinary Shares Subject to Possible Redemption [Abstract]
Schedule of Reconciliation of Shares Subject To Possible Redemption Reflected in The Balance Sheet	The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 200,000,000 Less: Fair value of Public Warrants at issuance (6,933,330 ) Offering costs allocated to Class A common stock (16,752,659 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,685,989 Class A common stock subject to possible redemption $ 200,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Summary of Financial Asset Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Active (Level 1) Significant Other Observable Inputs (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - Money Market Fund $ 200,000,084 $ — $ —

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Sep. 27, 2021	Sep. 30, 2021	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds received from initial public offering, gross			$ 200,000,000
Adjustments to additional paid in capital, stock issued, issuance costs		$ 617,213
Payments to acquire restricted investments			$ 200,000,000
Percentage of public shares that can be transferred without any restriction		15.00%	15.00%
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%	100.00%
Period within which business combination shall be consummated from the consummation of initial public offer			24 months
Number of days within which public shares shall be redeemed			10 days
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities		$ 100,000	$ 100,000
Per share value of restricted assets		$ 10	$ 10
Share price		$ 10	$ 10
Cash		$ 3,277,648	$ 3,277,648
Net working capital		2,800,000	2,800,000
Stock issued during period, value, issued for services		7,000,000
Proceeds from note payable to related party			125,500
Deferred legal fees		$ 150,000	150,000
Sponsor [Member] | Promissory Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, value, issued for services			25,000
Proceeds from note payable to related party			$ 125,500
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prospective assets of acquire as a percentage of fair value of assets in the trust account		80.00%	80.00%
Equity method investment, ownership percentage		50.00%	50.00%
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock, price per share		$ 1.50	$ 1.50
Class of warrant or right, outstanding		4,666,666	4,666,666
Proceeds from issuance of warrants			$ 7
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted investments			$ 200,000,000
Restricted investment per share value			$ 10
IPO [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock, price per share	$ 1.50
Class of warrant or right, outstanding	4,666,666
Proceeds from issuance of warrants	$ 7,000,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price		$ 9.20	$ 9.20
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares	20,000,000
Sale of stock, price per share	$ 10
Proceeds received from initial public offering, gross	$ 200,000,000
Adjustments to additional paid in capital, stock issued, issuance costs	17,400,000
Deferred underwriting commission	6,300,000
Deferred legal fees	$ 150,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies -Schedule of Earnings Per Share Basic And Diluted (Detail) - USD ($)	2 Months Ended	3 Months Ended		8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Numerator:
Allocation of net loss	$ (27,765)	$ (100,076)	$ (50,459)	$ (178,300)
Net Loss Per Share Class A Common Stock [Member]
Numerator:
Allocation of net loss		$ (14,826)		$ (11,788)
Denominator:
Basic and diluted weighted average common stock outstanding		869,565		353,982
Basic and diluted net loss per common stock		$ (0.02)		$ (0.03)
Net Loss Per Share Class B Common Stock [Member]
Numerator:
Allocation of net loss		$ (85,250)		$ (166,512)
Denominator:
Basic and diluted weighted average common stock outstanding		5,000,000		5,000,000
Basic and diluted net loss per common stock		$ (0.02)		$ (0.03)

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Cash, FDIC insured amount	$ 250,000
Cash equivalents, at carrying value	$ 0
Term of restricted investments	185 days
Unrecognized tax benefits	$ 0
Unrecognized tax benefits, income tax penalties and interests accrued	$ 0
Class A Common Stock Subject To Possible Redemption [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Temporary equity shares Outstanding | shares	20,000,000
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Temporary equity shares Outstanding | shares	20,000,000
Common Class A [Member] | Warrant [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount | shares	11,333,332

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Sep. 27, 2021	Sep. 30, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Initial Public Offering, Gross proceed			$ 200,000,000
Initial Public Offering, Offering cost		$ 617,213
Initial Public Offering, Deferred legal fees		$ 150,000	$ 150,000
Anchor Investors [Member]
Class of Stock [Line Items]
Initial Public Offering, Price per share		$ 7.38	$ 7.38
IPO [Member] | Common Class A [Member]
Class of Stock [Line Items]
Initial Public Offering, Units	20,000,000
Initial Public Offering, Price per share	$ 11.50
Initial Public Offering, Gross proceed	$ 200,000,000
Initial Public Offering, Price per share	$ 10
Initial Public Offering, Offering cost	$ 17,400,000
Initial Public Offering, Deferred underwriting commission	6,300,000
Initial Public Offering, Deferred legal fees	$ 150,000
IPO [Member] | Sponsor [Member]
Class of Stock [Line Items]
Initial Public Offering, Purchased units	2,000,000
IPO [Member] | Anchor Investors [Member]
Class of Stock [Line Items]
Initial Public Offering, Purchased units	14,670,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Nov. 08, 2021	Sep. 22, 2021	Feb. 17, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Feb. 12, 2021
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services					$ 7,000,000
Percentage of common stock issued and outstanding					20.00%	20.00%
Share price					$ 10	$ 10
Proceeds from note payable to related party						$ 125,500
Working capital loans convertible into equity warrants					$ 1,500,000	$ 1,500,000
Class of warrant or right, exercise price of warrants or rights					$ 11.50	$ 11.50
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Sale of stock, price per share					$ 1.50	$ 1.50
Class of warrant or right, outstanding					4,666,666	4,666,666
Proceeds from issuance of warrants						$ 7
Class of warrant or right, exercise price of warrants or rights					$ 11.50	$ 11.50
Class of warrant or right, number of securities called by each warrant or right					1	1
Private Placement Warrants [Member] | From The Completion Of Business Combination. [Member]
Related Party Transaction [Line Items]
Period after which the warrants are exercisable						30 days
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share					$ 0.0001	$ 0.0001
Common stock shares outstanding					5,750,000	5,750,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share					$ 0.0001	$ 0.0001
Common stock shares outstanding					20,000,000	20,000,000
Share price					$ 9.20	$ 9.20
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction		$ 15,000
Related party transaction, selling, general and administrative expenses from transactions with related party					$ 15,000
Due to related parties					$ 15,000	$ 15,000
Sponsor [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited						750,000
Percentage of common stock issued and outstanding				20.00%
Sponsor [Member] | Over-Allotment Option [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited	750,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services			7,187,500
Common stock par or stated value per share			$ 0.0001
Stock issued during period, value, issued for services			$ 25,000
Stock redeemed or called during period, shares				1,437,500
Common stock shares outstanding				5,750,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services						$ 25,000
Debt instrument, face amount							$ 300,000
Proceeds from note payable to related party						$ 125,500
Sponsor [Member] | Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, conversion price					$ 1.50	$ 1.50
Bank overdrafts					$ 0	$ 0
Founder Shares [Member] | Common Class A [Member] | Restriction on Transfer of Sponsor Shares [Member]
Related Party Transaction [Line Items]
Lock in period of shares						1 year
Share price					$ 12	$ 12
Number of trading days for determining the 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
Anchor Investors [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services						926,136
Stock issued during period, value, issued for services						$ 6,800,000
Sale of stock, price per share					$ 7.38	$ 7.38

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Other Commitments [Line Items]
Registration payment arrangement, accrual carrying value	$ 25,000,000
Legal fees	150,000
Deferred legal fees	$ 150,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Share-based payment award, expiration period	45 days
Stock shares issued during the period shares | shares	3,000,000
Share-based payment award, expiration date	Nov. 8, 2021
Underwriting discount per share | $ / shares	$ 0.20
Payment of underwriting discount	$ 3,600,000
Deferred underwriting discount per share | $ / shares	$ 0.35
Deferred underwriting commission	$ 6,300,000
Underwriting Agreement [Member] | Over-Allotment Option [Member] | Sponsor [Member]
Other Commitments [Line Items]
Stock shares issued during the period shares | shares	2,000,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Schedule of Reconciliation of Shares Subject To Possible Redemption Reflected in The Balance Sheet (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)
Gross Proceeds	$ (200,000,000)
Class A Common Stock Subject To Possible Redemption [Member]
Gross Proceeds	200,000,000
Fair value of Public Warrants at issuance	(6,933,330)
Offering costs allocated to Class A common stock	(16,752,659)
Accretion on Class A common stock subject to possible redemption amount	23,685,989
Class A common stock subject to possible redemption	$ 200,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member]	Sep. 30, 2021$ / sharesshares
Ordinary Shares Subject to Possible Redemption [Line Items]
Common Stock, Shares Authorized	250,000,000
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Temporary Equity, Shares Outstanding	20,000,000

Stockholders' Deficit - Additi

Stockholders' Deficit - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock shares outstanding	0
Percentage of common stock issued and outstanding	20.00%
Common stock, conversion basis	one-for-one basis
Common Class A [Member]
Class of Stock [Line Items]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	250,000,000
Common stock shares issued	20,000,000
Common stock shares outstanding	20,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	20,000,000
Common stock shares issued	5,750,000
Common stock shares outstanding	5,750,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021$ / sharesshares
Warrant Liability [Line Items]
Number of days after consummation of business combination within which the securities shall be registered	15 days
Number of days after which business combination within which securities registration shall be effective	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Warrants and rights outstanding, term	5 years
Share price	$ 10
Common Class A [Member]
Warrant Liability [Line Items]
Share price	$ 9.20
Proceeds from equity used for funding business combination as a percentage of the total	60.00%
Number of consecutive trading days for determining volume weighted average price of shares	10 days
Public Warrants [Member]
Warrant Liability [Line Items]
Class of warrant or right, outstanding | shares	6,666,666
Class of warrants or rights redemption price per unit	$ 0.01
Minimum notice period to be given to the holders of warrants	30 days
Public Warrants [Member] | Common Class A [Member]
Warrant Liability [Line Items]
Share price	$ 18
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Public Warrants [Member] | Common Class A [Member] | Adjusted Exercise Price One [Member]
Warrant Liability [Line Items]
Volume weighted average price of shares	$ 9.20
Adjusted exercise price of warrants as a percentage of newly issued price	115.00%
Public Warrants [Member] | Common Class A [Member] | Adjusted Exercise Price Two [Member]
Warrant Liability [Line Items]
Volume weighted average price of shares	$ 18
Adjusted exercise price of warrants as a percentage of newly issued price	180.00%
Public Warrants [Member] | From The Completion Of Business Combination. [Member]
Warrant Liability [Line Items]
Period after which the warrants are exercisable	30 days
Public Warrants [Member] | From The Completion Of Initial Public Offer [Member]
Warrant Liability [Line Items]
Period after which the warrants are exercisable	12 days
Private Placement Warrants [Member]
Warrant Liability [Line Items]
Class of warrant or right, outstanding | shares	4,666,666
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Private Placement Warrants [Member] | Common Class A [Member]
Warrant Liability [Line Items]
Class of warrants or rights lock in period	30 days
Private Placement Warrants [Member] | From The Completion Of Business Combination. [Member]
Warrant Liability [Line Items]
Period after which the warrants are exercisable	30 days

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Asset Measured at Fair Value on Recurring Basis (Detail)	Sep. 30, 2021USD ($)
Assets [Abstract]
Investments held in Trust Account - Money Market Fund	$ 200,000,084
Level 1 [Member] | Money Market Funds [Member]
Assets [Abstract]
Investments held in Trust Account - Money Market Fund	200,000,084
Level 2 [Member] | Money Market Funds [Member]
Assets [Abstract]
Investments held in Trust Account - Money Market Fund	0
Level 3 [Member] | Money Market Funds [Member]
Assets [Abstract]
Investments held in Trust Account - Money Market Fund	$ 0