Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | ARENA FORTIFY ACQUISITION CORP. | |
Entity Central Index Key | 0001849489 | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, Address Line One | 405 Lexington Avenue | |
Entity Address, Address Line Two | 59th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10174 | |
City Area Code | 212 | |
Local Phone Number | 612-3205 | |
Entity File Number | 001-41046 | |
Entity Tax Identification Number | 86-2228751 | |
Entity Address, State or Province | NY | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.00001 par value per share, and one-half of one redeemable warrant | |
Trading Symbol | AFACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | AFACW | |
Security Exchange Name | NASDAQ | |
Class A common stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock includes part of the units | |
Trading Symbol | AFAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Class A common stock [Member] | Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock underlying redeemable warrants included as part of the units | |
Trading Symbol | AFAC | |
Security Exchange Name | NASDAQ | |
Class B common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 159,389 | $ 696,759 |
Prepaid expenses - current | 368,696 | 344,104 |
Total current assets | 528,085 | 1,040,863 |
Prepaid expenses - non-current | 114,795 | 267,623 |
Investments held in Trust Account | 176,265,685 | 175,956,892 |
Total Assets | 176,908,565 | 177,265,378 |
Current liabilities: | ||
Accrued expenses | 334,628 | 368,094 |
Accrued offering costs | 591,576 | 591,576 |
Total current liabilities | 926,204 | 959,670 |
Initial stockholder loans | 3,450,000 | 3,450,000 |
Warrant liabilities | 1,404,650 | 7,037,500 |
Total Liabilities | 5,780,854 | 11,447,170 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 17,250,000 shares at redemption value of $10.20 per share | 175,950,000 | |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (4,822,720) | (10,132,223) |
Total Stockholders' Deficit | (4,822,289) | (10,131,792) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 176,908,565 | 177,265,378 |
Class A common stock [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 17,250,000 shares at redemption value of $10.20 per share | 175,950,000 | 175,950,000 |
Stockholders' Deficit | ||
Common stock value | 0 | 0 |
Class B common stock [Member] | ||
Stockholders' Deficit | ||
Common stock value | $ 431 | $ 431 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A common stock [Member] | ||
Temporary equity, shares outstanding | 17,250,000 | 17,250,000 |
Temporary Equity, Redemption Price Per Share | $ 10.2 | $ 10.2 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Class B common stock [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 4,312,500 | 4,312,500 |
Common Stock, Shares, Outstanding | 4,312,500 | 4,312,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | ||
General and administrative expenses | $ 255,430 | $ 567 | $ 1,499 | $ 622,813 | |
Income tax expense | 9,347 | 0 | 0 | 9,347 | |
Loss from operations | (264,777) | (567) | (1,499) | (632,160) | |
Other income | |||||
Change in fair value of derivative warrant liabilities | 2,071,850 | 0 | 0 | 5,632,850 | |
Income from investments held in Trust Account | 182,614 | 0 | 0 | 308,793 | |
Interest income | 6 | 0 | 0 | 20 | |
Net income (loss) | 1,989,693 | (567) | $ (1,499) | 5,309,503 | |
Class A common stock [Member] | |||||
Other income | |||||
Net income (loss) | $ 1,591,754 | $ 0 | $ 4,247,602 | ||
Weighted average shares outstanding, basic | 17,250,000 | 0 | 0 | 17,250,000 | |
Weighted average shares outstanding, diluted | 17,250,000 | 0 | 0 | 17,250,000 | |
Basic net income per share common stock | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |
Diluted net income per share common stock | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |
Class B common stock [Member] | |||||
Other income | |||||
Net income (loss) | $ 397,939 | $ 567 | $ 1,061,901 | ||
Weighted average shares outstanding, basic | [1],[2] | 4,312,500 | 3,750,000 | 3,750,000 | 4,312,500 |
Weighted average shares outstanding, diluted | [1],[2] | 4,312,500 | 3,750,000 | 3,750,000 | 4,312,500 |
Basic net income per share common stock | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |
Diluted net income per share common stock | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |
[1]In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).[2]The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | 1 Months Ended | |||
Jan. 26, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | |
Founder Shares [Member] | Sponsor [Member] | ||||
Stock issued during period shares issued to sponsor and founders | 4,312,500 | |||
Class B common stock [Member] | Founder Shares [Member] | Sponsor [Member] | ||||
Stock issued during period shares issued to sponsor and founders | 5,750,000 | 4,312,500 | 5,750,000 | |
Class B common stock [Member] | Over-Allotment Option [Member] | ||||
Common stock shares subject to forfeiture | 562,500 | 562,500 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A [Member] | Class A [Member] Common Stock [Member] | Class B [Member] | Class B [Member] Common Stock [Member] | |
Beginning balance at Jan. 25, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at Jan. 25, 2021 | 0 | 0 | ||||||
Issuance of Class B common stock to Sponsor | [1],[2],[3] | 25,000 | 24,425 | 0 | $ 0 | $ 575 | ||
Issuance of Class B common stock to Sponsor (in shares) | [1],[2],[3] | 0 | 4,312,500 | |||||
Net income (loss) | (932) | (932) | $ 0 | $ 1,499 | ||||
Ending balance at Mar. 31, 2021 | 24,068 | 24,425 | (932) | $ 0 | $ 575 | |||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||
Beginning balance at Jan. 25, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at Jan. 25, 2021 | 0 | 0 | ||||||
Net income (loss) | (1,499) | |||||||
Ending balance at Jun. 30, 2021 | 23,501 | 24,425 | (1,499) | $ 0 | $ 575 | |||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||
Beginning balance at Mar. 31, 2021 | 24,068 | 24,425 | (932) | $ 0 | $ 575 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||
Net income (loss) | (567) | (567) | 0 | 567 | ||||
Ending balance at Jun. 30, 2021 | 23,501 | 24,425 | (1,499) | $ 0 | $ 575 | |||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||
Beginning balance at Dec. 31, 2021 | (10,131,792) | 0 | (10,132,223) | $ 0 | $ 431 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 4,312,500 | ||||||
Net income (loss) | 3,319,810 | 3,319,810 | ||||||
Ending balance at Mar. 31, 2022 | (6,811,982) | 0 | (6,812,413) | $ 0 | $ 431 | |||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 4,312,500 | ||||||
Beginning balance at Dec. 31, 2021 | (10,131,792) | 0 | (10,132,223) | $ 0 | $ 431 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 4,312,500 | ||||||
Net income (loss) | 5,309,503 | 4,247,602 | 1,061,901 | |||||
Ending balance at Jun. 30, 2022 | (4,822,289) | 0 | (4,822,720) | $ 0 | $ 431 | |||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 4,312,500 | ||||||
Beginning balance at Mar. 31, 2022 | (6,811,982) | 0 | (6,812,413) | $ 0 | $ 431 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 4,312,500 | ||||||
Net income (loss) | 1,989,693 | 1,989,693 | $ 1,591,754 | $ 397,939 | ||||
Ending balance at Jun. 30, 2022 | $ (4,822,289) | $ 0 | $ (4,822,720) | $ 0 | $ 431 | |||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 4,312,500 | ||||||
[1]In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).[2]Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.[3]The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - shares | 1 Months Ended | |||
Jan. 26, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | |
Sponsor [Member] | Founder Shares [Member] | ||||
Stock issued during period shares issued to sponsor and founders | 4,312,500 | |||
Class B common stock [Member] | Sponsor [Member] | Founder Shares [Member] | ||||
Stock issued during period shares issued to sponsor and founders | 5,750,000 | 4,312,500 | 5,750,000 | |
Class B common stock [Member] | Over-Allotment Option [Member] | ||||
Temporary equity shares outstanding | 562,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 1,989,693 | $ (567) | $ (1,499) | $ 5,309,503 |
Adjustments to reconcile net income to cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | (2,071,850) | 0 | 0 | (5,632,850) |
Income from investments held in Trust Account | (182,614) | 0 | 0 | (308,793) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 0 | 128,237 | ||
Accrued offering costs and expenses | 1,499 | (33,467) | ||
Net cash used in operating activities | 0 | (537,370) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 115,886 | 0 | ||
Payment of deferred offering costs | (115,886) | 0 | ||
Net cash provided by financing activities | 0 | 0 | ||
Net change in cash | 0 | (537,370) | ||
Cash - beginning of the period | 0 | 696,759 | ||
Cash - end of the period | $ 159,389 | $ 0 | 0 | 159,389 |
Supplemental disclosure of noncash financing activities: | ||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | 0 | ||
Deferred offering costs included in accrued offering costs | $ 458,548 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Arena Fortify Acquisition Corp. (the “Company”) was incorporated in Delaware on January 26, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “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 June 30, 2022, the Company had not commenced any operations. All activity for the period from January 26, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On January 26, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor and Founders (as defined below) in exchange for the payment of $25,000 of deferred offering costs on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. Up to 562,500 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters. On November 15, 2021, the underwriters fully exercised the over-allotment option; thus, no Founder Shares were forfeited and are no longer subject to such forfeiture provision. The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021 (the “Effective Date”). On November 15, 2021, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 (the “Public Offering”) and the sale of an aggregate of 5,450,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Arena Fortify Sponsor LLC (the “Sponsor”), Cowen Investments II LLC (“Cowen”) and Intrepid Financial Partners, L.L.C. (“Intrepid” and collectively, the “Initial Stockholders” or “Founders”) that closed simultaneously with the Initial Public Offering. The Company also issued promissory notes to each of the Initial Stockholders (collectively, the “Initial Stockholder Loan Notes”), generating aggregate gross proceeds to the Company of $3,450,000. The Initial Stockholder Loan Notes shall be repaid in cash or converted into warrants (the “Initial Stockholder Loan Warrants” and, collectively with the Private Placement Warrants, the “Warrants”)) at a purchase price of $1.00 per warrant, at each such lender’s sole direction. The Initial Stockholder Loan Warrants are identical to the Private Placement Warrants. Following the closing of the Initial Public Offering on November 15, 2021, $175,950,000 ($10.20 per Unit) from the net proceeds sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants and issuance of Initial Stockholder Loan Notes, was deposited in a trust account (“Trust Account”), maintained by Continental Stock Transfer & Trust Company acting as the trustee and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated certificate of incorporation, as discussed below and subject to the requirements of law and regulation, provides that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public stockholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those shares of Class A common stock that such stockholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Initial Public Offering by February 15, 2023 (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the shares of Class A common stock, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within the Combination Period, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A common stock so redeemed. Initial Business Combination While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of its initial Business Combination at a per-share Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Proposed Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and Founders and its permitted transferees will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A common stock and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial business combination within Combination Period. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor and Founders have agreed to waive their right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor and Founders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the Trust Account, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. 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. Going Concern Consideration, Liquidity and Capital Resources On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 The Company believes that it 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. However, there is a risk that the Company’s liquidity may not be sufficient, which raises substantial doubt about the Company’s ability to continue as a going concern. Additionally, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans. The Company has until February 15, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Uncertainty related to consummation of a Business Combination raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete an initial business combination on or before February 15, 2023, however, it is uncertain whether management will succeed in doing so. No adjustments have been made to the carrying amounts of assets or liabilities to reflect a required liquidation after February 15, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Investments Held in the Trust Account Following the closing of the Initial Public Offering on November 15, 2021, an amount of $175,950,000 from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, and the Initial Stockholder Loan Notes were placed in the Trust Account. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) 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 (A) 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 initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Offering Costs associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s shares of Class A common stock sold in the Initial Public Offering 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 June 30, 2022 and December 31, 2021, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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 Share-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the unaudited condensed financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company uses the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities at currently enacted tax rates. These temporary differences primarily relate to net operating loss carryforwards available to offset future taxable income. Valuation allowances are established, if necessary, to reduce a deferred tax asset to the amount that will more likely than not be realized. The Company recognizes tax liabilities from an uncertain tax position only if it is more likely than not that the tax position will not be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. There are no uncertain tax positions that have been recognized in the accompanying financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the state of New York. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits, if any, as part of income tax expense. No such interest and penalties have been accrued as of June 30, 2022 and December 31, 2021. The Company’s effective tax rate for the three and six months ended June 30, 2022, was 0.07% and 0.07%, respectively, and for the three months ended June 30, 2021, and for the period from January 26, 2021 (inception) through June 30, 2021 was 0.00%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of warrant liabilities, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. Net Income (Loss) Per Common Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,075,000 shares of our Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. For the three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021, the number of weighted average shares of Class B common stock for calculating basic net income (loss) per share was reduced for the effect of an aggregate of 562,500 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters. Since the contingency was satisfied as of the beginning of the three-month period ended June 30, 2022 and six-month The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended June 30, For the six months ended June 30, Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted 1,591,754 397,939 4,247,602 1,061,901 Denominator: Basic and diluted weighted average common stock outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per common stock 0.09 0.09 0.25 0.25 For the three months ended June 30, For the period from January 26, 2021 (inception) through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss - basic and diluted — 567 — 1,499 Denominator: Basic and diluted weighted average common stock outstanding — 3,750,000 — 3,750,000 Basic and diluted net loss per common stock — 0.00 — 0.00 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash Warrant Liability The Company accounts for the Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement re-measurement, Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any 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 | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering The Company consummated its Initial Public Offering of 17,250,000 Units on November 15, 2021 (including the over-allotment Units). Each Unit consists of one Class A common stock and one half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000 and incurring $3,450,000 in underwriting fees. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 4,360,000 warrants, which included the underwriters exercise of the full over-allotment option, each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant and $4,360,000 in the aggregate, in a private placement which occurred concurrently with the closing of the Initial Public Offering. Additionally, Cowen purchased 545,000 private placement warrants, including 45,000 private placement warrants issued in connection with the exercise in full by the underwriters of their option to purchase additional Unit, with the same terms as the Sponsor in a private placement which occurred concurrently with the closing of the Initial Public Offering (the “Cowen Private Placement Warrants”). Additionally, Intrepid purchased 545,000 private placement warrants, including 45,000 private placement warrants issued in connection with the exercise in full by the underwriters of their option to purchase additional Units, with the same terms as the Sponsor in a private placement that occurred concurrently with the closing of the Initial Public Offering (the “Intrepid Private Placement Warrants”). The private placement resulted in an aggregate of 5,450,000 warrants and $5,450,000 in proceeds, a portion of which was placed in the Trust Account. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In January 2021, the Initial Stockholders purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). On March 19, 2021, the Sponsor transferred 25,000 shares to each of Marc McCarthy and James Crockard III, independent directors. In October 2021, the Company effected a share contribution back to capital resulting in the Initial Stockholders holding 4,312,500 shares of Class B common stock. The grant date fair value of the shares granted to the independent directors was estimated to be approximately $67,000 as adjusted for the share contribution back to capital. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor and Founders would own, on an as-converted The Sponsor and Founders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination 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. Notwithstanding the foregoing, 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 lock-up. Promissory Note — Related Party On February 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or 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 out of the proceeds of the Trust Account released to the Company. 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 will be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there are no outstanding Working Capital Loans. Initial Stockholder Loans The Sponsor and Founders lent the Company an aggregate amount of $3,450,000 on the closing date of the Initial Public Offering (the “Initial Stockholder Loans”). The Initial Stockholder Loans bear no interest. The proceeds of the Initial Stockholder Loans were added to the Trust Account to be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law). The Initial Stockholder Loans shall be repaid in cash or converted into warrants (the “Initial Stockholder Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsor’s and Founders’ sole discretion. The Initial Stockholder Loan Warrants would be identical to the Private Placement Warrants sold in connection with the Initial Public Offering. The Initial Stockholder Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share following the consummation of the Initial Public Offering. If the Company does not complete a Business Combination, the Company will not repay the Initial Stockholder Loans and their proceeds will be distributed to the Company’s public stockholders. The Sponsor and Founders have waived any claims against the trust account in connection with these loans. As of June 30, 2022 and December 31, 2021, $3,450,000 was outstanding under the Initial Stockholder Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and 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 or 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 and shareholder rights agreement signed upon the consummation of the Initial Public Offering. The holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, at the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged underwriters as advisors in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’s attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. The Company will pay the marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering or $6,037,500. No liability has been accrued in the June 30, 2022 or December 31, 2021 balance sheets as the marketing fee is contingent upon an initial business combination that is not probable in nature under FASB ASC 450 “Contingencies”. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 7 — Warrants The Company accounts for the 14,075,000 warrants issued in connection with the Initial Public Offering (8,625,000 Public Warrants and 5,450,000 Private Placement Warrants) in accordance with the guidance contained in FASB ASC 815-40. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable 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, and the Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the closing price of the Company’s 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 Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 8 – Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 17,250,000 shares of Class A common stock outstanding, all of which were subject to redemption. As of June 30, 2022 and December 31, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (9,487,500 ) Issaunce costs related to Class A common stock (4,416,724 ) Share contribution back to capital transaction (24,569 ) Plus: Accretion of carrying value to redemption value 17,378,793 Class A common stock subject to possible redemption $ 175,950,000 |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 9 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 10 — Derivative Financial Instruments The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, 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” 815-40, The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - U.S. Treasury Securities $ 176,265,685 $ — $ — $ 176,265,685 Liabilities: Derivative warrant liabilities - Public warrants $ 862,500 $ — $ — $ 862,500 Derivative warrant liabilities - Private placement warrants $ — $ — $ 542,150 $ 542,150 Fair Value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - U.S. Treasury Securities $ 175,956,892 $ — $ — $ 175,956,892 Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 4,312,500 $ 4,312,500 Derivative warrant liabilities - Private placement warrants $ — $ — $ 2,725,000 $ 2,725,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the six months ended June 30, 2022 as the Public Warrants were separately listed for trading beginning in January 2022. There were no transfers to/from Levels 1, 2, and 3 in the period from January 26, 2021 (inception) through June 30, 2021. The estimated fair value of the Private Placement Warrants and the Public Warrants was initially determined using Level 3 inputs. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement. Inherent in a Monte Carlo simulation and the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. For the period from January 1, 2022 to June 30, 2022, the Company recognized a non-cash gain resulting from a decrease in the fair value of liabilities of approximately June 30, December 31, 2022 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 9.87 Volatility 5.20 % 8.10 % Term (years) 5.62 6.11 Risk-free rate 2.97 % 1.35 % The following table provides quantitative information regarding Level 3 fair value measurements inputs related to the warrants: Derivative liabilities as of December 31, 2021 - Level 3 $ 7,037,500 Transfer of Public Warrants to Level 1 Measurement (4,312,500 ) Change in fair value of derivative liabilities as of March 31, 2022 - Level 3 (1,380,570 ) Derivative liabilities as of March 31, 2022 - Level 3 $ 1,344,430 Change in fair value of derivative liabilities as of June 30, 2022 - Level 3 (802,280 ) Derivative liabilities as of June 30, 2022 - Level 3 542,150 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Management has evaluated subsequent events and transactions that occurred through the date the unaudited condensed financial statements were issued. Other than disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account Following the closing of the Initial Public Offering on November 15, 2021, an amount of $175,950,000 from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, and the Initial Stockholder Loan Notes were placed in the Trust Account. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) 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 (A) 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 initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s shares of Class A common stock sold in the Initial Public Offering 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 June 30, 2022 and December 31, 2021, 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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 |
Share-based Compensation | Share-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the unaudited condensed financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities at currently enacted tax rates. These temporary differences primarily relate to net operating loss carryforwards available to offset future taxable income. Valuation allowances are established, if necessary, to reduce a deferred tax asset to the amount that will more likely than not be realized. The Company recognizes tax liabilities from an uncertain tax position only if it is more likely than not that the tax position will not be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. There are no uncertain tax positions that have been recognized in the accompanying financial statements. The Company is required to file tax returns in the U.S. federal jurisdiction and in the state of New York. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits, if any, as part of income tax expense. No such interest and penalties have been accrued as of June 30, 2022 and December 31, 2021. The Company’s effective tax rate for the three and six months ended June 30, 2022, was 0.07% and 0.07%, respectively, and for the three months ended June 30, 2021, and for the period from January 26, 2021 (inception) through June 30, 2021 was 0.00%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of warrant liabilities, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. |
Net Income (Loss) Per Common Share of Common Stock | Net Income (Loss) Per Common Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,075,000 shares of our Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. For the three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021, the number of weighted average shares of Class B common stock for calculating basic net income (loss) per share was reduced for the effect of an aggregate of 562,500 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters. Since the contingency was satisfied as of the beginning of the three-month period ended June 30, 2022 and six-month The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended June 30, For the six months ended June 30, Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted 1,591,754 397,939 4,247,602 1,061,901 Denominator: Basic and diluted weighted average common stock outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per common stock 0.09 0.09 0.25 0.25 For the three months ended June 30, For the period from January 26, 2021 (inception) through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss - basic and diluted — 567 — 1,499 Denominator: Basic and diluted weighted average common stock outstanding — 3,750,000 — 3,750,000 Basic and diluted net loss per common stock — 0.00 — 0.00 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash |
Warrant Liability | Warrant Liability The Company accounts for the Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement re-measurement, |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any 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) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended June 30, For the six months ended June 30, Class A Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted 1,591,754 397,939 4,247,602 1,061,901 Denominator: Basic and diluted weighted average common stock outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net income per common stock 0.09 0.09 0.25 0.25 For the three months ended June 30, For the period from January 26, 2021 (inception) through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common stock: Numerator: Allocation of net loss - basic and diluted — 567 — 1,499 Denominator: Basic and diluted weighted average common stock outstanding — 3,750,000 — 3,750,000 Basic and diluted net loss per common stock — 0.00 — 0.00 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Temporary Equity | As of June 30, 2022 and December 31, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (9,487,500 ) Issaunce costs related to Class A common stock (4,416,724 ) Share contribution back to capital transaction (24,569 ) Plus: Accretion of carrying value to redemption value 17,378,793 Class A common stock subject to possible redemption $ 175,950,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - U.S. Treasury Securities $ 176,265,685 $ — $ — $ 176,265,685 Liabilities: Derivative warrant liabilities - Public warrants $ 862,500 $ — $ — $ 862,500 Derivative warrant liabilities - Private placement warrants $ — $ — $ 542,150 $ 542,150 Fair Value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account - U.S. Treasury Securities $ 175,956,892 $ — $ — $ 175,956,892 Liabilities: Derivative warrant liabilities - Public warrants $ — $ — $ 4,312,500 $ 4,312,500 Derivative warrant liabilities - Private placement warrants $ — $ — $ 2,725,000 $ 2,725,000 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | June 30, December 31, 2022 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.99 $ 9.87 Volatility 5.20 % 8.10 % Term (years) 5.62 6.11 Risk-free rate 2.97 % 1.35 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table provides quantitative information regarding Level 3 fair value measurements inputs related to the warrants: Derivative liabilities as of December 31, 2021 - Level 3 $ 7,037,500 Transfer of Public Warrants to Level 1 Measurement (4,312,500 ) Change in fair value of derivative liabilities as of March 31, 2022 - Level 3 (1,380,570 ) Derivative liabilities as of March 31, 2022 - Level 3 $ 1,344,430 Change in fair value of derivative liabilities as of June 30, 2022 - Level 3 (802,280 ) Derivative liabilities as of June 30, 2022 - Level 3 542,150 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||||||
Nov. 15, 2021 | Jan. 26, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 30, 2021 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares Issued Price Per Share | $ 10.2 | $ 10 | |||||||
Restricted Investments Term | 185 days | ||||||||
Minimum networth to effect business combination | $ 5,000,001 | ||||||||
Cash | 159,389 | $ 696,759 | |||||||
Working Capital (deficit) | $ 398,119 | ||||||||
Entity incorporation, Date of incorporation | Jan. 26, 2021 | ||||||||
Stock issued during period value issued to sponsor and founders | [1],[2],[3] | $ 25,000 | |||||||
Common Stock, Shares, Outstanding | 4,312,500 | ||||||||
Proceeds from debt | $ 3,450,000 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 175,950,000 | ||||||||
Dissolution Expense | $ 100,000 | ||||||||
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination | 100% | ||||||||
Percentage fair market value balance in trust account | 80% | ||||||||
Warrants and rights outstanding | $ 5,450,000 | ||||||||
Investments held in Trust Account | $ 176,265,685 | 175,956,892 | |||||||
Share Price Equal or Exceeds Ten Point Two Zero Rupees per dollar [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Share price | $ 10.2 | ||||||||
Working capital loans [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument conversion price | 1 | ||||||||
Sponsor [Member] | Working capital loans [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument conversion price | $ 1 | ||||||||
Due to related parties | $ 0 | ||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares issued to sponsor and founders | 4,312,500 | ||||||||
Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Equity metohd investment ownership percentage | 50% | ||||||||
Private Placement Warrants [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Warrants and rights outstanding | $ 542,150 | $ 2,725,000 | |||||||
Private Placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Warrants and rights outstanding | $ 5,450,000 | ||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares Issued Price Per Share | $ 11.5 | ||||||||
Class of warrants exercise price per share | $ 1 | ||||||||
Class A common stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||||
Class A common stock [Member] | IPO [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, New Shares | 17,250,000 | ||||||||
Shares Issued Price Per Share | $ 10 | ||||||||
Class of warrants exercise price per share | $ 11.5 | ||||||||
Class A common stock [Member] | Private Placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, New Shares | 4,360,000 | ||||||||
Shares Issued Price Per Share | $ 11.5 | ||||||||
Class of warrants exercise price per share | $ 1 | ||||||||
Class B common stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 4,312,500 | 4,312,500 | |||||||
Class B common stock [Member] | Founder Shares [Member] | Sponsor [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares issued to sponsor and founders | 5,750,000 | 4,312,500 | 5,750,000 | ||||||
Stock issued during period value issued to sponsor and founders | $ 25,000 | $ 25,000 | |||||||
Deferred offering costs Per share | $ 0.004 | ||||||||
Class B common stock [Member] | Over-Allotment Option [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock shares subject to forfeiture | 562,500 | 562,500 | |||||||
[1]In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).[2]Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.[3]The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Significant Accounting Policies
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Nov. 15, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | ||||||
FDIC insured amount | $ 250,000 | 250,000 | |||||
Unrecognized tax benefits | 0 | 0 | |||||
Accrued for interest and penalties | 0 | 0 | $ 0 | ||||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | ||||
Restricted Investments Term | 185 days | ||||||
Effective tax rate | 21% | 21% | |||||
Effective Income Tax Rate Reconciliation, Percent | 0.07% | 0% | 0.07% | 0% | |||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,075,000 | ||||||
US Government Securities [Member] | |||||||
Class of Stock [Line Items] | |||||||
Restricted Investments Term | 185 days | ||||||
IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from Issuance Initial Public Offering | $ 175,950,000 | ||||||
Stock issuance costs | 4,675,360 | ||||||
Payments for underwriting expense | 3,450,000 | ||||||
Other offering costs | 1,225,360 | ||||||
Offering costs charged to stockholders deficit | 4,416,724 | ||||||
Offering costs allocated to warrants | $ 258,635 | ||||||
Class A common stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | ||||
Class A common stock [Member] | IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | ||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, shares outstanding | 562,500 | 562,500 | |||||
Common stock shares subject to forfeiture | 562,500 | 562,500 | 562,500 |
Significant Accounting Polici_2
Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |||||
Basic and diluted net loss per common stock: | ||||||||||
Allocation of net income loss - basic and diluted | $ (932) | $ 1,989,693 | $ 3,319,810 | $ (567) | $ (1,499) | $ 5,309,503 | ||||
Common Class A [Member] | ||||||||||
Basic and diluted net loss per common stock: | ||||||||||
Allocation of net income loss - basic and diluted | $ 0 | $ 1,591,754 | $ 0 | $ 4,247,602 | ||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 0 | 17,250,000 | 0 | 0 | 17,250,000 | |||||
Diluted weighted average common stock outstanding | 0 | 17,250,000 | 0 | 0 | 17,250,000 | |||||
Basic net income loss per share common stock | $ 0 | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |||||
Diluted net income loss per share common stock | $ 0 | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |||||
Common Class B [Member] | ||||||||||
Basic and diluted net loss per common stock: | ||||||||||
Allocation of net income loss - basic and diluted | $ 1,499 | $ 397,939 | $ 567 | $ 1,061,901 | ||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 3,750,000 | 4,312,500 | [1],[2] | 3,750,000 | [1],[2] | 3,750,000 | [1],[2] | 4,312,500 | [1],[2] | |
Diluted weighted average common stock outstanding | 3,750,000 | 4,312,500 | [1],[2] | 3,750,000 | [1],[2] | 3,750,000 | [1],[2] | 4,312,500 | [1],[2] | |
Basic net income loss per share common stock | $ 0 | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |||||
Diluted net income loss per share common stock | $ 0 | $ 0.09 | $ 0 | $ 0 | $ 0.25 | |||||
[1]In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).[2]The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Nov. 15, 2021 | Jun. 30, 2022 | Jan. 26, 2021 | |
Initial Public Offering [Line Items] | |||
Shares Issued Price Per Share | $ 10 | $ 10.2 | |
Proceeds from issuance of initial public offering | $ 172,500,000 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Proceeds from issuance of initial public offering | $ 175,950,000 | ||
IPO [Member] | Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Stock Issued During Period, Shares, New Shares | 17,250,000 | ||
Shares Issued Price Per Share | $ 10 | ||
Stock Conversion Basis | Each Unit consists of one Class A common stock and one half of one Public Warrant. | ||
Shares issuable per warrant | 1 | ||
Exercise price of warrant | $ 11.5 | ||
Proceeds from issuance of initial public offering | $ 172,500,000 | ||
Underwriting fee | $ 3,450,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Jun. 30, 2022 | Jan. 26, 2021 |
Issue price per share | $ 10 | $ 10.2 | |
Warrants and rights outstanding | $ 5,450,000 | ||
Private Placement [Member] | |||
Warrants and rights outstanding | 5,450,000 | ||
Proceeds from private placement | $ 5,450,000 | ||
Common Class A [Member] | Private Placement [Member] | |||
Shares issued (in shares) | 4,360,000 | ||
Issue price per share | $ 11.5 | ||
Class of warrants exercise price per share | $ 1 | ||
Stock issued during period value new issues | $ 4,360,000 | ||
Cowen Private Placement Warrants [Member] | Private Placement [Member] | |||
Shares issued (in shares) | 545,000 | ||
Cowen Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||
Shares issued (in shares) | 45,000 | ||
Intrepid Private Placement Warrants [Member] | Private Placement [Member] | |||
Shares issued (in shares) | 545,000 | ||
Intrepid Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||
Shares issued (in shares) | 45,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | |||||||
Mar. 19, 2021 | Feb. 22, 2021 | Jan. 26, 2021 | Jan. 01, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period value issued to sponsor and founders | [1],[2],[3] | $ 25,000 | ||||||||
Stock conversion percentage threshold | 20% | |||||||||
Proceeds from debt | $ 3,450,000 | |||||||||
Initial Stockholder Loan Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument conversion price per warrant | $ 1 | |||||||||
Working capital loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument conversion price per warrant | $ 1 | |||||||||
Working capital loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 0 | $ 0 | ||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares subject to forfeiture | 562,500 | 562,500 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock conversion percentage threshold | 20% | |||||||||
Sponsor [Member] | Working capital loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | |||||||||
Debt instrument conversion price per warrant | $ 1 | |||||||||
Due to related parties | $ 0 | |||||||||
Sponsor [Member] | Initial Stock Holder Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from debt | $ 3,450,000 | |||||||||
Amount in trust account per public share | 10.2 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | Initial Stock Holder Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from debt | $ 3,450,000 | |||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period shares issued to sponsor and founders | 4,312,500 | |||||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Shares | 25,000 | |||||||||
Shares granted, fair value | $ 67,000 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Promissory note face amount | $ 300,000 | |||||||||
Promissory note payment terms | The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. | |||||||||
Debt instrument outstanding | $ 190,555 | |||||||||
Sponsor [Member] | After Completion Of Business Combination [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of founder shares | 1 year | |||||||||
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12 | |||||||||
Number of specific trading days for determining share price | 20 days | |||||||||
Total number of trading days for determining the share price | 30 days | |||||||||
Period from business combination for which closing price of share is considered | 150 days | |||||||||
Sponsor [Member] | Common Class B [Member] | Initial Stock Holder Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument outstanding | $ 3,450,000 | |||||||||
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period value issued to sponsor and founders | $ 25,000 | $ 25,000 | ||||||||
Stock issued during period shares issued to sponsor and founders | 5,750,000 | 4,312,500 | 5,750,000 | |||||||
[1]In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).[2]Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.[3]The three-month period ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021 exclude an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||
Proceeds from debt | $ 3,450,000 | |
Business Combination Marketing Agreement [Member] | ||
Other Commitments [Line Items] | ||
Business combination , accrued liability for marketing fee amount | $ 0 | $ 0 |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Percentage of gross proceeds of initial public offering | 3.50% | |
Business Combination, Marketing Fee Amount | $ 6,037,500 | |
Initial Stock Holder Loans [Member] | Sponsor [Member] | ||
Other Commitments [Line Items] | ||
Proceeds from debt | $ 3,450,000 | |
Initial Stock Holder Loans [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Underwriting discount percentage | 0.20% | |
Proceeds from debt | $ 3,450,000 | |
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Overallotment Option Vesting Period | 45 days | |
Stock Issued During Period, Shares, New Shares | 2,250,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Warrant Liability Disclosure [Line Items] | |
Class of warrants, redemption price per unit | $ 0.1 |
Number of consecutive trading days for determining share price | 20 days |
Class of Warrant or Right, Outstanding | shares | 14,075,000 |
Public Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Class of Warrant or Right, Outstanding | shares | 8,625,000 |
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of warrants, redemption price per unit | $ 0.01 |
Number of consecutive trading days for determining share price | 20 days |
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days |
Number Of Trading Days For Determining The Share Price | 30 days |
Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Number of consecutive trading days for determining share price | 20 days |
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days |
Number Of Trading Days For Determining The Share Price | 30 days |
Public Warrants [Member] | Class A common stock [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share price | $ 18 |
Public Warrants [Member] | Class A common stock [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share price | $ 10 |
Private Placement Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of Warrant or Right, Outstanding | shares | 5,450,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of Temporary Equity (Detail) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Temporary Equity [Line Items] | |
Gross proceeds | $ 172,500,000 |
Proceeds allocated to Public Warrants | (9,487,500) |
Issuance costs related to Class A common stock | (4,416,724) |
Share contribution back to capital transaction | (24,569) |
Accretion of carrying value to redemption value | 17,378,793 |
Class A common stock subject to possible redemption | $ 175,950,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Temporary equity, shares outstanding | 17,250,000 | 17,250,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Oct. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Stock, Shares, Outstanding | 4,312,500 | ||
Stock conversion percentage threshold | 20% | ||
Class A common stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common Stock, Shares, Outstanding | 0 | 0 | |
Class B common stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 | |
Common Stock Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 4,312,500 | 4,312,500 | |
Common Stock, Shares, Outstanding | 4,312,500 | 4,312,500 | |
Common stock conversion basis | The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis |
Derivative Financial Instrume_3
Derivative Financial Instruments - Summary of Assets and Liabilities that are Measured at Fair value on a Recurring Basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 15, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | $ 5,450,000 | ||
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | $ 862,500 | $ 4,312,500 | |
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 542,150 | 2,725,000 | |
US Government Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 176,265,685 | 175,956,892 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 862,500 | 0 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 0 | 0 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 4,312,500 | ||
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 0 | 0 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 0 | 0 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding | 542,150 | 2,725,000 | |
Fair Value, Recurring [Member] | US Government Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | 176,265,685 | 175,956,892 | |
Fair Value, Recurring [Member] | US Government Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments, Fair Value Disclosure | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2022 yr | Dec. 31, 2021 yr |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.99 | 9.87 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.2 | 8.1 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.62 | 6.11 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.97 | 1.35 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of derivative liabilities | $ 5,600,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities as of December 31, 2021 - Level 3 | $ 1,344,430 | $ 7,037,500 | 7,037,500 |
Change in fair value of derivative liabilities | (802,280) | (1,380,570) | |
Derivative liabilities | $ 542,150 | 1,344,430 | $ 542,150 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfer of Public Warrants to Level 1 Measurement | $ (4,312,500) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Additional information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Non cash gain resulting from a decrease in the fair value of liabilities | $ 5.6 |