Zimmer Energy Transition Acquisition (ZT) 10-K 29 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 29, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40500
Entity Registrant Name	Zimmer Energy Transition Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2286053
Entity Address, Address Line One	9 West 57th Street, 33rd Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	371-8688
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001849408
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Public Float			$ 314,142,500
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	McLean, Virginia
Units, each consisting of one share of Class A common stock and one-third of one Warrant to purchase one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class Acommon stock and one-third of one Warrant topurchase one share of Class A common stock
Trading Symbol	ZTAQU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 pershare
Trading Symbol	ZT
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrants, exercisable for one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants, exercisable for one share of Class Acommon stock for $11.50 per share
Trading Symbol	ZTAQW
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 1,634,576
Prepaid expenses	510,002
Total current assets	2,144,578
Marketable Securities held in Trust Account	345,015,191
Prepaid expenses - non-current portion	219,458
Total Assets	347,379,227
Current liabilities:
Accounts payable and accrued expenses	302,760
Due to related party	65,705
Total current liabilities	368,465
Warrant liabilities	29,560,374
Forward purchase unit liabilities	3,297,294
Deferred underwriting discounts and commissions	10,850,000
Total liabilities	44,076,133
Commitments and contingencies (Note 7)
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 34,500,000 shares subject to possible redemption at redemption value of $10.00 per share as of December 31, 2021	345,015,191
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(41,712,960)
Total stockholders' deficit	(41,712,097)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	347,379,227
Class B Common Stock
Stockholders' deficit:
Common stock	$ 863

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Purchase Price, Per Unit | $ / shares	$ 10
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000
Class A Common Stock Subject to Redemption
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Temporary equity, shares outstanding	34,500,000
Purchase Price, Per Unit | $ / shares	$ 10

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
General and administrative costs	$ 988,190
Formation and operating costs	14,388
Loss from operations	(1,002,578)
Other income (expense)
Offering costs allocated to warrants	(794,474)
Financing expense	(3,196,156)
Unrealized loss on fair value of warrants and forward purchase units	4,849,830
Gain on marketable securities (net), dividends and interest on cash held in Trust Account	15,191
Total other loss, net	(8,825,269)
Net loss	(9,827,847)
Class A Common Stock
Other income (expense)
Net loss	$ (1,455,644)
Weighted average shares outstanding, basic | shares	21,924,194
Weighted average shares outstanding, diluted | shares	21,924,194
Basic and diluted net income (loss) per share | $ / shares	$ (0.07)
Diluted net income (loss) per share | $ / shares	$ (0.07)
Class B Common Stock
Other income (expense)
Net loss	$ (8,372,203)
Weighted average shares outstanding, basic | shares	8,207,661
Weighted average shares outstanding, diluted | shares	8,207,661
Basic and diluted net income (loss) per share | $ / shares	$ (1.02)
Diluted net income (loss) per share | $ / shares	$ (1.02)

STATEMENT OF CHANGES IN COMMON

STATEMENT OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($)	Class A Common StockCommon Stock Subject to Possible Redemption	Class A Common Stock	Class B Common StockCommon Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at the beginning at Feb. 24, 2021	$ 0		$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 24, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Founder Shares			$ 863		24,137		25,000
Issuance of Founder Shares (in shares)			8,625,000
Sale of public shares, net of issuance cost	$ 313,105,941
Sale of public shares, net of issuance cost (in shares)	34,500,000
Accretion of Class A Stock to redemption value	$ 31,909,250	$ 31,909,250			$ (24,137)	(31,885,113)	(31,909,250)
Net Income (loss)		$ (1,455,644)		$ (8,372,203)		(9,827,847)	(9,827,847)
Balance at the end at Dec. 31, 2021	$ 345,015,191		$ 863			$ (41,712,960)	$ (41,712,097)
Balance at the end (in shares) at Dec. 31, 2021	34,500,000		8,625,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (9,827,847)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest on investment held in Trust Account	(15,191)
Financing expense	3,196,156
Change in unrealized loss on fair value of warrants and forward purchase units	4,849,830
Offering costs allocated to warrants	794,474
Changes in current assets and current liabilities:
Prepaid expenses	(729,460)
Accounts payable and accrued expenses	723,631
Net cash used in operating activities	(1,008,407)
Cash Flows from Investing Activities:
Investments in marketable securities	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from initial public offering, net of costs	337,423,149
Proceeds from private placement warrants	10,550,000
Advances from related party	65,705
Payments of offering costs	(420,871)
Net cash provided by financing activities	347,642,983
Net Change in Cash	1,634,576
Cash - Beginning	0
Cash - Ending	1,634,576
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriting discounts and commissions	$ 10,850,000

Organization and Business Opera

Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations Organization and General Zimmer Energy Transition Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on February 25, 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 may pursue an initial Business Combination target in any business or industry. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is ZETA Sponsor LLC (the “Sponsor”), a Delaware limited liability company and an affiliate of a private investment fund managed by Zimmer Partners, LP. The registration statement for the Company’s IPO was declared effective on June 15, 2021. On June 18, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “public shares”), which includes the exercise in full of the underwriters’ option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,550,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant. Transaction costs of the IPO amounted to $18,426,851, consisting of $6,200,000 of underwriting discounts and commissions, $10,850,000 of deferred underwriting discounts and commissions, and $1,376,851 of other offering costs. Following the closing of the IPO on June 18, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of the Class A common stock or pre-initial Business Combination activity or (3) the redemption of the public shares if the Company is unable to complete the Business Combination within 24 months from the closing of the IPO, subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) 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 its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten On June 15, 2021, the Sponsor and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive: (1) their redemption rights with respect to any Founder Shares (as defined below) and any public shares held by them in connection with the completion of the initial Business Combination and (2) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the prescribed time frame). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per public share and (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 share due to reductions in the value of the assets in the Trust Account, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and a public stockholder would receive such lesser amount per share in connection with any redemption of the public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 102(b)(1) of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. Liquidity and Capital Resources As of December 31, 2021, the Company had $1,634,576 in cash and working capital of $1,776,113. The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of its Class B common stock (the “Founder Shares”) as well as up to $300,000 under a promissory note from the Sponsor. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	10 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ 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 and cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were invested in U.S. Treasury Securities and reported at fair value. The Company’s portfolio of cash 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest on cash held in Trust Account in the accompanying Statement of Operations. The estimated fair values of the cash held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts. Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. 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 stockholders 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. Changes in fair value are recognized in the Statement of Operations in unrealized loss on fair value of warrants and forward purchase units. 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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including 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’ deficit. 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 December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is 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 common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. On June 18, 2021, the Company recorded an accretion of $31,894,059, $24,137 of which was recorded in additional paid-in capital and $31,869,922 was recorded in accumulated deficit. For the period ended December 31, 2021, the Company recorded an additional $15,191 in accretion related to earnings on the marketable securities held in Trust Account to accumulated deficit, for an aggregate accretion of $31,909,250 as of December 31, 2021. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1, Other Assets and Deferred Costs — Overall — SEC Materials, and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the Statement of Operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, for the period from February 25, 2021 (inception) through December 31, 2021, offering costs in the aggregate of $18,426,851 were recognized, $794,474 of which was allocated to the Public Warrants and immediately expensed, and $17,632,377 was allocated to Class A common stock, reducing the carrying amount of such shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than warrant liabilities and forward purchase units (as defined below), which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the Statement of Operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Income Taxes ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Stock The Statement of Operations includes a presentation of loss per Class A redeemable public share and loss per founder non-redeemable share following the two-class method of loss per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and founder non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 79.9% for the Class A public shares and 20.1% for the non-redeemable shares for the period from February 25, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the Statement of Operations is based on the following: ​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (9,827,847) Accretion of temporary equity to redemption value ​ (31,909,250) Net loss including accretion of temporary equity to redemption value ​ $ (41,737,097) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (33,364,894) $ (8,372,203) Allocation of accretion of temporary equity to redemption value ​ ​ 31,909,250 ​ — Allocation of net loss ​ $ (1,455,644) ​ $ (8,372,203) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 21,924,194 ​ 8,207,661 Basic and diluted net loss per share ​ $ (0.07) ​ $ (1.02) ​ In connection with the underwriters’ full exercise of their over-allotment option on June 18, 2021, 1,125,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Fair Value Measurement of Financial Instruments Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering On June 18, 2021, the Company consummated its IPO of 34,500,000 Units (including 4,500,000 Units pursuant to the underwriters’ full exercise of their over-allotment option) at a price of $10.00 per Unit, generating gross proceeds of $345,000,000 . Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,550,000 Private Placement Warrants at a price of $1.00 per warrant ($10,550,000 in the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. The Company recorded the excess of the fair value of the Private Placement Warrants over the proceeds of $3,196,156 as a financing expense.

Derivative Financial Instrument

Derivative Financial Instruments	10 Months Ended
	Dec. 31, 2021
Derivative Financial Instruments
Derivative Financial Instruments	Note 5 - Derivative Financial Instruments Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. 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 IPO. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “newly issued price”) and (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), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price, the $18.00 per share redemption trigger price described below under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the newly issued price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00 but is lower than $18.00” will be adjusted (to the nearest cent) to be equal to the newly issued price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below 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 the 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: ● ● ● ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (such price, the “market value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 but is lower than $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● ● at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock on the trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable 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 be non-redeemable, except as described above, so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders as provided for in the amended and restated certificate of incorporation or as a result of the repurchase of shares of Class A common stock by the Company if a proposed initial Business Combination is presented to the stockholders for approval) and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. 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 stockholders 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. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Forward Purchase Agreements On June 11, 2021, the Company entered into forward purchase agreements (the “Forward Purchase Agreements”) with ZP Master Utility Fund, Ltd., an affiliate of the Sponsor (the “Zimmer Entity”), and Bluescape Resources Company LLC (“Bluescape Resources” and, together with the Zimmer Entity, the “Forward Purchasers”). Pursuant to the Forward Purchase Agreements, the Zimmer Entity agreed to purchase 10,000,000 units and Bluescape Resources agreed to purchase up to 10,000,000 units, with each unit consisting of one share of Class A common stock and one The Company accounts for the Forward Purchase Agreements in accordance with the guidance in ASC 815-40 and accounts for such agreements as derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the Statement of Operations in unrealized loss on fair value of warrants and forward purchase units. Fair Value Measurement of Financial Instruments The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on non-recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account – U.S. Money Market ​ $ 345,015,191 ​ $ — $ — ​ $ 345,015,191 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ (15,410,000) ​ ​ — ​ ​ (14,150,374) ​ ​ (29,560,374) Forward purchase unit liabilities ​ — ​ ​ — ​ (3,297,294) ​ (3,297,294) Total ​ $ 329,605,191 ​ $ — ​ $ (17,447,668) ​ $ 312,157,523 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period ended December 31, 2021, the Public Warrants began trading separately on August 6, 2021 at the option of the holder and thus were transferred from Level 3 to Level 1. There were no other transfers between levels for the period from February 25, 2021 (inception) through December 31, 2021. The estimated fair value of the Private Placement Warrants and Forward Purchase Units are determined using a Black-Scholes model with Level 3 inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility (pre-merger and post-merger, expected term, dividend yield and risk-free interest rate). The Company estimates the volatility of its Class A common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is estimated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The estimated fair value of the Public Warrants is determined based on the publicly traded price of the Public Warrants which is Level 1 inputs. The following table presents information about the assumptions used to value the Company’s liabilities classified as Level 3 in the fair value hierarchy that are measured at fair value on a recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ Forward Purchase ​ Inputs Warrants Units Exercise price $ 11.50 $ 10.00 ​ Volatility ​ 5.0% pre-merger/ ​ 5.0% pre-merger/ ​ Expected term to business combination ​ 0.73 year (5 years exercise period after close of business combination) ​ 0.73 year ​ Risk-free rate ​ 1.33 % ​ 0.28 % Dividend yield ​ 0 % ​ 0 % Stock price ​ $ 9.69 ​ $ 9.69 ​ ​ The following table presents information about the Company’s liabilities that are classified as Level 3 in the fair value hierarchy that are measured at fair value on a recurring basis as of June 18, 2021, the date of initial measurement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ Forward Purchase ​ Inputs Warrants Units Exercise price $ 11.50 $ 10.00 ​ Volatility ​ 10.0% pre-merger/15.0%- ​ 10.0% pre-merger/15.0%- ​ Expected term to business combination ​ 5.0 years ​ 1.0 year ​ Risk-free rate ​ 1.06 % ​ 0.09 % Dividend yield ​ 0 % ​ 0 % Stock price $ 9.48-9.69 ​ $ 9.48-9.69 ​ ​ The following table presents the changes in the fair value of warrant liabilities and forward purchase liability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private Forward Purchase ​ ​ Warrants ​ Warrants ​ Units Fair value as of February 25, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on June 18, 2021 (IPO) ​ 14,261,682 ​ 13,379,377 ​ 366,779 Change in valuation inputs or other assumptions ​ 1,148,318 ​ 770,997 ​ 2,930,515 Fair value as of December 31, 2021 ​ $ 15,410,000 ​ $ 14,150,374 ​ $ 3,297,294 ​

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	Note 6 - Related Party Transactions Founder Shares In March 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. As a result of the underwriter’s exercise of the over-allotment option in full, there were no shares subject to forfeiture as of the consummation of the IPO on June 18, 2021. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note - Related Party The Sponsor had agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of December 31, 2021, or the closing of the IPO. On June 21, 2021, the $170,000 outstanding on this note was repaid in full. As of December 31, 2021, there was no outstanding balance, or funds available, under the promissory note. Working Capital Loans 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 will repay the Working Capital Loans. 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. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant at the option of the lender. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans. Services Agreement Commencing on the date of the IPO, the Company entered into an administrative services agreement pursuant to which the Company will pay Zimmer Partners, LP a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company had accrued $65,333 pursuant to this agreement which has been included in accrued expenses on the balance sheet. Forward Purchase Agreement On June 11, 2021, the Company entered into a Forward Purchase Agreement with the Zimmer Entity providing for the purchase by the Zimmer Entity of an aggregate of 10,000,000 Forward Purchase Units at a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The proceeds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the post-Business Combination company. The terms and provisions of the forward purchase warrants to be issued as part of the Forward Purchase Units are identical to those of the Private Placement Warrants. Zimmer Entity Participation in Initial Public Offering On June 18, 2021, the Zimmer Entity purchased $35,000,000 public Units (3,500,000 Units at $10.00 per Unit) in the Initial Public Offering. The underwriters did not receive any underwriting discounts and commissions on the public Units purchased by the Zimmer Entity.

Commitments & Contingencies

Commitments & Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments & Contingencies
Commitments & Contingencies	Note 7 - Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of 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 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of at least 20% in interest of the then-outstanding number of these securities are 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 “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. In addition, the shares of Class A common stock and warrants (and underlying shares of Class A common stock) purchased by the Zimmer Entity as part of the Units in the Initial Public Offering are entitled to registration rights under the registration rights agreement. The Zimmer Entity is not subject to any lock-up period with respect to any securities it purchased in the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Forward Purchase Agreements, the Company has agreed to use reasonable best efforts (i) to file within 30 days after the closing of the Business Combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying shares of Class A common stock), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Forward Purchasers or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreements provide for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 18, 2021, the underwriter’s over-allotment option was exercised in full. On June 18, 2021, the Company paid underwriting discounts and commissions of $6,200,000 in the aggregate. Additionally, deferred underwriting discounts and commissions of $10,850,000, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	10 Months Ended
	Dec. 31, 2021
Stockholders' Deficit
Stockholders' Deficit	Note 8 - Stockholders’ Deficit Preferred Stock - outstanding Class A Common Stock outstanding Class B Common Stock outstanding The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

Income Taxes

Income Taxes	10 Months Ended
	Dec. 31, 2021
Income Taxes
Income Taxes	Note 9 – Income Tax The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Deferred tax assets ​ Organizational costs/Startup expenses ​ $ 247,302 Federal net operating loss ​ 32,492 State net operating loss ​ 13,460 Total deferred tax assets ​ 293,254 Valuation allowance ​ (293,254) Deferred tax assets, net of allowance ​ $ — ​ The income tax provision consists of the following for the period from February 25, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ Federal ​ ​ Current ​ $ — Deferred ​ (207,351) State ​ Current ​ — Deferred ​ (85,903) Change in valuation allowance ​ 293,254 Income tax provision ​ $ — ​ As of December 31, 2021, the Company had $154,722 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 25, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $293,254. A reconciliation of the federal income tax rate to the Company’s effective tax rate the period from February 25, 2021 (inception) through December 31, 2021 is as follows: ​ ​ ​ ​ ​ Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.87 % Permanent book/tax differences: ​ Offering costs allocated to warrants (1.70) % Financing expense (6.83) % Unrealized loss on fair value of warrants (4.10) % Unrealized loss on fair value of forward purchase units (6.26) % Change in valuation allowance (2.98) % Income tax provision 0.00 % ​ The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to offering costs allocated to warrants, financing expense, unrealized gain on fair value of warrants, unrealized gain on fair value of forward purchase units and the recording of full valuation allowances on deferred tax assets and permanent differences. The Company files income tax returns in the U.S. federal jurisdiction and Delaware which remain open and subject to examination.

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	10 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ 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 and cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were invested in U.S. Treasury Securities and reported at fair value. The Company’s portfolio of cash 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest on cash held in Trust Account in the accompanying Statement of Operations. The estimated fair values of the cash held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts.
Warrants	Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. 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 stockholders 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. Changes in fair value are recognized in the Statement of Operations in unrealized loss on fair value of warrants and forward purchase units.
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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including 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’ deficit. 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 December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is 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 common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. On June 18, 2021, the Company recorded an accretion of $31,894,059, $24,137 of which was recorded in additional paid-in capital and $31,869,922 was recorded in accumulated deficit. For the period ended December 31, 2021, the Company recorded an additional $15,191 in accretion related to earnings on the marketable securities held in Trust Account to accumulated deficit, for an aggregate accretion of $31,909,250 as of December 31, 2021.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1, Other Assets and Deferred Costs — Overall — SEC Materials, and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the Statement of Operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, for the period from February 25, 2021 (inception) through December 31, 2021, offering costs in the aggregate of $18,426,851 were recognized, $794,474 of which was allocated to the Public Warrants and immediately expensed, and $17,632,377 was allocated to Class A common stock, reducing the carrying amount of such shares.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than warrant liabilities and forward purchase units (as defined below), which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the Statement of Operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.
Income Taxes	Income Taxes ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Statement of Operations includes a presentation of loss per Class A redeemable public share and loss per founder non-redeemable share following the two-class method of loss per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and founder non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 79.9% for the Class A public shares and 20.1% for the non-redeemable shares for the period from February 25, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the Statement of Operations is based on the following: ​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (9,827,847) Accretion of temporary equity to redemption value ​ (31,909,250) Net loss including accretion of temporary equity to redemption value ​ $ (41,737,097) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (33,364,894) $ (8,372,203) Allocation of accretion of temporary equity to redemption value ​ ​ 31,909,250 ​ — Allocation of net loss ​ $ (1,455,644) ​ $ (8,372,203) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 21,924,194 ​ 8,207,661 Basic and diluted net loss per share ​ $ (0.07) ​ $ (1.02) ​ In connection with the underwriters’ full exercise of their over-allotment option on June 18, 2021, 1,125,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Fair Value Measurement of Financial Instruments	Fair Value Measurement of Financial Instruments Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Recent Accounting Standards	Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Schedule of earning per share basic and diluted	​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (9,827,847) Accretion of temporary equity to redemption value ​ (31,909,250) Net loss including accretion of temporary equity to redemption value ​ $ (41,737,097) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ February 25, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (33,364,894) $ (8,372,203) Allocation of accretion of temporary equity to redemption value ​ ​ 31,909,250 ​ — Allocation of net loss ​ $ (1,455,644) ​ $ (8,372,203) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 21,924,194 ​ 8,207,661 Basic and diluted net loss per share ​ $ (0.07) ​ $ (1.02)

Derivative Financial Instrume_2

Derivative Financial Instruments (Tables)	10 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of company's assets that are measured at fair value on a recurring basis	The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on non-recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account – U.S. Money Market ​ $ 345,015,191 ​ $ — $ — ​ $ 345,015,191 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant liabilities ​ (15,410,000) ​ ​ — ​ ​ (14,150,374) ​ ​ (29,560,374) Forward purchase unit liabilities ​ — ​ ​ — ​ (3,297,294) ​ (3,297,294) Total ​ $ 329,605,191 ​ $ — ​ $ (17,447,668) ​ $ 312,157,523
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The estimated fair value of the Private Placement Warrants and Forward Purchase Units are determined using a Black-Scholes model with Level 3 inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility (pre-merger and post-merger, expected term, dividend yield and risk-free interest rate). The Company estimates the volatility of its Class A common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is estimated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The estimated fair value of the Public Warrants is determined based on the publicly traded price of the Public Warrants which is Level 1 inputs. The following table presents information about the assumptions used to value the Company’s liabilities classified as Level 3 in the fair value hierarchy that are measured at fair value on a recurring basis as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ Forward Purchase ​ Inputs Warrants Units Exercise price $ 11.50 $ 10.00 ​ Volatility ​ 5.0% pre-merger/ ​ 5.0% pre-merger/ ​ Expected term to business combination ​ 0.73 year (5 years exercise period after close of business combination) ​ 0.73 year ​ Risk-free rate ​ 1.33 % ​ 0.28 % Dividend yield ​ 0 % ​ 0 % Stock price ​ $ 9.69 ​ $ 9.69 ​ ​ The following table presents information about the Company’s liabilities that are classified as Level 3 in the fair value hierarchy that are measured at fair value on a recurring basis as of June 18, 2021, the date of initial measurement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement ​ Forward Purchase ​ Inputs Warrants Units Exercise price $ 11.50 $ 10.00 ​ Volatility ​ 10.0% pre-merger/15.0%- ​ 10.0% pre-merger/15.0%- ​ Expected term to business combination ​ 5.0 years ​ 1.0 year ​ Risk-free rate ​ 1.06 % ​ 0.09 % Dividend yield ​ 0 % ​ 0 % Stock price $ 9.48-9.69 ​ $ 9.48-9.69 ​
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private Forward Purchase ​ ​ Warrants ​ Warrants ​ Units Fair value as of February 25, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on June 18, 2021 (IPO) ​ 14,261,682 ​ 13,379,377 ​ 366,779 Change in valuation inputs or other assumptions ​ 1,148,318 ​ 770,997 ​ 2,930,515 Fair value as of December 31, 2021 ​ $ 15,410,000 ​ $ 14,150,374 ​ $ 3,297,294

Income Taxes (Tables)

Income Taxes (Tables)	10 Months Ended
	Dec. 31, 2021
Income Taxes
Summary of significant components of the Company's deferred tax assets	The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Deferred tax assets ​ Organizational costs/Startup expenses ​ $ 247,302 Federal net operating loss ​ 32,492 State net operating loss ​ 13,460 Total deferred tax assets ​ 293,254 Valuation allowance ​ (293,254) Deferred tax assets, net of allowance ​ $ —
Summary of income tax provision	The income tax provision consists of the following for the period from February 25, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ Federal ​ ​ Current ​ $ — Deferred ​ (207,351) State ​ Current ​ — Deferred ​ (85,903) Change in valuation allowance ​ 293,254 Income tax provision ​ $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate the period from February 25, 2021 (inception) through December 31, 2021 is as follows: ​ ​ ​ ​ ​ Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.87 % Permanent book/tax differences: ​ Offering costs allocated to warrants (1.70) % Financing expense (6.83) % Unrealized loss on fair value of warrants (4.10) % Unrealized loss on fair value of forward purchase units (6.26) % Change in valuation allowance (2.98) % Income tax provision 0.00 %

Organization and Business Ope_2

Organization and Business Operations (Details)	Jun. 18, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)item$ / shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares		$ 10
Proceeds from issuance initial public offering		$ 337,423,149
Transaction Costs	$ 18,426,851
Underwriting fees	6,200,000
Deferred underwriting discounts and commissions	10,850,000	10,850,000
Other offering costs	$ 1,376,851
Cash		1,634,576
Working Capital		1,776,113
Working capital loan, outstanding		$ 0
Condition for future business combination number of businesses minimum | item		1
Proceeds from issuance of Founder Shares		$ 25,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)		2 days
Redemption period upon closure		10 days
Maximum allowed dissolution expenses		$ 105,000
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Maturity term of U.S. government securities		185 days
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares) | shares	34,500,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Number of months to complete acquisition		24 months
Private placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	10,550,000
Price of warrant | $ / shares	$ 1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units (in shares) | shares	4,500,000
Purchase price, per unit | $ / shares	$ 10
Sponsor
Subsidiary, Sale of Stock [Line Items]
Outstanding borrowings from related party promissory note		$ 300,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 18, 2021	Dec. 31, 2021
Cash		$ 1,634,576
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Statutory tax rate (as a percent)		21.00%
Offering costs		$ 18,426,851
Allocation of accretion of temporary equity to redemption value	$ 31,894,059	(31,909,250)
Additional Paid-in Capital
Allocation of accretion of temporary equity to redemption value	24,137	(24,137)
Accumulated Deficit
Allocation of accretion of temporary equity to redemption value	$ 31,869,922	(31,885,113)
Marketable Securities Held in Trust Account
Allocation of accretion of temporary equity to redemption value		$ 15,191
Over-allotment option
Shares subject to forfeiture	1,125,000
Non-redeemable founder shares
Ratio for calculating total income (loss) allocable to shares		20.10%
Public Warrants
Offering costs		$ 794,474
Class A Common Stock
Offering costs		17,632,377
Allocation of accretion of temporary equity to redemption value		$ 31,909,250
Ratio for calculating total income (loss) allocable to shares		79.90%
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption, outstanding (in shares)		34,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Income (Details) - USD ($)	Jun. 18, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies
Net Income (loss)		$ (9,827,847)
Accretion of temporary equity to redemption value	$ 31,894,059	(31,909,250)
Net income (loss) including accretion of temporary equity to redemption value		$ (41,737,097)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Basic and diluted net income (loss) per share (Details) - USD ($)	Jun. 18, 2021	Dec. 31, 2021
Numerator:
Allocation of net income (loss) including accretion of temporary equity		$ (41,737,097)
Allocation of accretion of temporary equity to redemption value	$ 31,894,059	(31,909,250)
Allocation of net income (loss)		(9,827,847)
Class A Common Stock
Numerator:
Allocation of net income (loss) including accretion of temporary equity		(33,364,894)
Allocation of accretion of temporary equity to redemption value		31,909,250
Allocation of net income (loss)		$ (1,455,644)
Denominator:
Weighted-average shares outstanding		21,924,194
Basic net income (loss) per share		$ (0.07)
Diluted net income (loss) per share		$ (0.07)
Class B Common Stock
Numerator:
Allocation of net income (loss) including accretion of temporary equity		$ (8,372,203)
Allocation of net income (loss)		$ (8,372,203)
Denominator:
Weighted-average shares outstanding		8,207,661
Basic net income (loss) per share		$ (1.02)
Diluted net income (loss) per share		$ (1.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jun. 18, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10
Proceeds from initial public offering, net of costs		$ 337,423,149
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001
Number of shares in a unit	1
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold	34,500,000
Purchase price, per unit	$ 10
Proceeds from initial public offering, net of costs	$ 345,000,000
Number of shares in a unit	34,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,500,000
Purchase price, per unit	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants - USD ($)	Jun. 18, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price	$ 3,196,156
Private placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	10,550,000
Price of warrants	$ 1
Aggregate purchase price	$ 10,550,000
Number of shares per warrant		1
Exercise price of warrant	$ 11.50

Derivative Financial Instrume_3

Derivative Financial Instruments (Details)	10 Months Ended
	Dec. 31, 2021D$ / sharesshares
Minimum threshold beneficial ownership held by shareholders for entitle to receive highest amount of cash, securities or other property.	50.00%
Maximum threshold consideration receivable by the holders of the Class A common stock for reducing warrants price	70.00%
Threshold period for filling registration statement after business combination	15 days
Threshold warrant exercise period as a condition to reduce warrants price	30 days
Class A Common Stock
Number of shares per warrant | shares	1
Share price	$ 11.50
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Warrant redemption condition minimum share price	18
Stock price trigger for redemption of public warrants	18
Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 But Lower Than 18.00 [Member] | Class A Common Stock
Stock price trigger for redemption of public warrants	$ 10
Public Warrants
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Percentage of gross proceeds on total equity proceeds	60.00%
Warrants exercisable term from the completion of business combination	12 months
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Public Warrants expiration term	5 years
Public Warrants | Class A Common Stock
Threshold issue price per share	$ 9.20
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold number of business days before sending notice of redemption to warrant holders | D	30
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 But Lower Than 18.00 [Member]
Stock price trigger for redemption of public warrants	$ 10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders | D	10
Warrants exercisable for cash | shares	0.361
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 But Lower Than 18.00 [Member] | Class A Common Stock
Redemption price per public warrant (in dollars per share)	$ 0.10
Private Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days

Derivative Financial Instrume_4

Derivative Financial Instruments - Forward Purchase Agreements (Details) - $ / shares	Jun. 11, 2021	Dec. 31, 2021
Purchase price, per unit		$ 10
Forward Purchase Agreement
Number of shares in a unit	1
Purchase price, per unit	$ 11.50
Share price	$ 10
Class A Common Stock
Number of shares per warrant		1
Share price		$ 11.50
Class A Common Stock | Forward Purchase Agreement
Number of warrants in a unit	0.33
Number of shares per warrant	1
Zimmer Entity | Forward Purchase Agreement
Number of units to be purchased pursuant to agreement	10,000,000
Bluescape Resources | Forward Purchase Agreement
Number of units to be purchased pursuant to agreement	10,000,000

Derivative Financial Instrume_5

Derivative Financial Instruments - fair value of warrant liabilities (Details)	Dec. 31, 2021USD ($)
Assets:
U.S. Money Market Funds in Trust Account	$ 345,015,191
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	(29,560,374)
Forward purchase units' liabilities	(3,297,294)
Total	312,157,523
U.S. Treasury Securities
Assets:
U.S. Money Market Funds in Trust Account	345,015,191
Level 1
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	(15,410,000)
Total	329,605,191
Level 1 | U.S. Treasury Securities
Assets:
U.S. Money Market Funds in Trust Account	345,015,191
Level 3
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	(14,150,374)
Forward purchase units' liabilities	(3,297,294)
Total	$ (17,447,668)

Derivative Financial Instrume_6

Derivative Financial Instruments - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021	Jun. 18, 2021
Exercise price | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10	10
Volatility | Forward Purchase Agreement | Pre-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5	10
Volatility | Forward Purchase Agreement | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	20.5
Volatility | Minimum | Forward Purchase Agreement | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		15
Volatility | Maximum | Forward Purchase Agreement | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		25
Expected term to business combination | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.73	1
Risk-free rate | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.28	0.09
Dividend yield | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0
Stock price | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.69
Stock price | Minimum | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		9.48
Stock price | Maximum | Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		9.69
Private Warrants | Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Private Warrants | Volatility | Pre-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5	10
Private Warrants | Volatility | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	20.5
Private Warrants | Volatility | Minimum | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		15
Private Warrants | Volatility | Maximum | Post-merger
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		25
Private Warrants | Expected term to business combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.73	5
Private Warrants | Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.33	1.06
Private Warrants | Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0
Private Warrants | Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.69
Private Warrants | Stock price | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		9.48
Private Warrants | Stock price | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		9.69

Derivative Financial Instrume_7

Derivative Financial Instruments - Change in the Fair Value of the Warrant Liabilities (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Forward Purchase Agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on June 18, 2021 (IPO)	$ 366,779
Change in valuation inputs or other assumptions	2,930,515
Warrant liabilities at end of period	3,297,294
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on June 18, 2021 (IPO)	14,261,682
Change in valuation inputs or other assumptions	1,148,318
Warrant liabilities at end of period	15,410,000
Private Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on June 18, 2021 (IPO)	13,379,377
Change in valuation inputs or other assumptions	770,997
Warrant liabilities at end of period	$ 14,150,374

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	1 Months Ended	10 Months Ended
	Mar. 31, 2021USD ($)shares	Dec. 31, 2021USD ($)D$ / shares	Jun. 18, 2021shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued | shares	8,625,000
Aggregate purchase price | $	$ 25,000
Shares subject to forfeiture | shares	1,125,000		0
Restrictions on transfer period of time after business combination completion		1 year
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class A Common Stock
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jun. 21, 2021	Jun. 18, 2021	Jun. 11, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds from initial public offering, net of costs				$ 337,423,149
Purchase price, per unit				$ 10
Working capital loan, outstanding				$ 0
IPO
Related Party Transaction [Line Items]
Proceeds from initial public offering, net of costs		$ 345,000,000
Number of units sold		34,500,000
Purchase price, per unit		$ 10
IPO | Zimmer Entity
Related Party Transaction [Line Items]
Proceeds from initial public offering, net of costs		$ 35,000,000
Number of units sold		3,500,000
Purchase price, per unit		$ 10
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				300,000
Outstanding balance of related party note				0
Repayment of promissory note - related party	$ 170,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month				10,000
Expenses incurred and paid				65,333
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant				$ 1,500,000
Price of warrant				$ 1
Forward Purchase Agreement
Related Party Transaction [Line Items]
Number of units sold			10,000,000
Purchase price, per unit			$ 10

Commitments & Contingencies (De

Commitments & Contingencies (Details)	Jun. 18, 2021USD ($)shares	Jun. 11, 2021shares	Dec. 31, 2021USD ($)item
Commitments And Contingencies [Line Items]
Maximum number of underwritten offerings demands for registration of securities | item			3
Minimum threshold percentage shares outstanding shareholders to raise demand for registering securities			20.00%
Threshold period for filling registration statement after business combination			15 days
Threshold period for filling registration statement within number of days of business combination			60 days
Aggregate underwriter cash discount | $	$ 6,200,000
Deferred underwriting discounts and commissions | $	$ 10,850,000		$ 10,850,000
Forward Purchase Agreement
Commitments And Contingencies [Line Items]
Threshold period for filling registration statement after business combination			30 days
Number of units sold | shares		10,000,000
Over-allotment option
Commitments And Contingencies [Line Items]
Underwriting option period	45 days
Number of units sold | shares	4,500,000

Stockholders' Deficit - Preferr

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

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock Shares (Details)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	34,500,000
Common stock, shares outstanding	34,500,000
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued	8,625,000
Common stock, shares outstanding	8,625,000
Shares conversion ratio in business combination	1

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets (Details)	Dec. 31, 2021USD ($)
Deferred tax assets
Organizational costs/Startup expenses	$ 247,302
Federal net operating loss	32,492
State net operating loss	13,460
Total deferred tax assets	293,254
Valuation allowance	(293,254)
Deferred tax assets, net of allowance	$ 0

Income Taxes - Income tax provi

Income Taxes - Income tax provision and net operating loss carryovers (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Federal
Current
Deferred	(207,351)
State
Current
Deferred	(85,903)
Change in valuation allowance	293,254
Income tax provision	0
Federal tax authority
State
Net operating loss carryovers	154,722
State tax authorities
State
Net operating loss carryovers	$ 0

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of federal income tax rate to effective tax rate (Details)	10 Months Ended
	Dec. 31, 2021
Income Taxes
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.87%
Permanent book/tax differences:
Offering costs allocated to warrants	(1.70%)
Financing expense	(6.83%)
Unrealized loss on fair value of warrants	(4.10%)
Unrealized loss on fair value of forward purchase units	(6.26%)
Change in valuation allowance	(2.98%)
Income tax provision	0.00%