LF Capital Acquisition Corp. II (LFAC) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41071
Entity Registrant Name	LF Capital Acquisition Corp. II
Entity Central Index Key	0001851266
Entity Tax Identification Number	86-2195674
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1909 Woodall Rodgers Freeway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	214
Local Phone Number	741-6105
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units Each Consisting Of One Share Of Class Common Stock And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	LFACU
Security Exchange Name	NASDAQ
Class Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	LFAC
Security Exchange Name	NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	LFACW
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		25,875,000
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		6,468,750

CONDENSED BALANCE SHEETS (UNAUD

CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 71,604	$ 325,250
Prepaid expenses and other assets	425,501	430,477
Total current assets	497,105	755,727
Prepaid expenses-non current	264,131	367,039
Deferred tax asset	1,761	19,287
Investments held in Trust Account	264,079,072	263,937,611
TOTAL ASSETS	264,842,069	265,079,664
CURRENT LIABILITIES
Accounts payable and accrued expenses	177,733	60,313
Franchise tax payable	50,000	91,842
Income tax payable	4,381
Total current liabilities	232,114	152,155
Deferred underwriting fee payable	9,056,250	9,056,250
Total liabilities	9,288,364	9,208,405
Class A Common Stock subject to possible redemption, $0.0001 par value, 25,875,000 shares issued and outstanding at redemption value of $10.20 per share	263,925,000	263,925,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(8,371,942)	(8,054,388)
Total stockholders’ deficit	(8,371,295)	(8,053,741)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	264,842,069	265,079,664
Common Class A [Member]
STOCKHOLDERS’ DEFICIT
Common stock value
Common Class B [Member]
STOCKHOLDERS’ DEFICIT
Common stock value	$ 647	$ 647

CONDENSED BALANCE SHEETS (UNA_2

CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 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, par value	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	25,875,000	25,875,000
Temporary Equity, Shares Outstanding	25,875,000	25,875,000
Temporary equity, redemption price per share	$ 10.20	$ 10.20
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,468,750	6,468,750
Common stock, shares outstanding	6,468,750	6,468,750

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
OPERATING EXPENSES
General and administrative	$ 3,613	$ 387,107
Franchise tax		50,000
Loss from operations	3,613	437,107
OTHER INCOME
Unrealized gain on investments held in Trust Account		141,460
Total other income		141,460
LOSS BEFORE PROVISION FOR INCOME TAXES	(3,613)	(295,647)
Income tax expense		21,907
NET LOSS	$ (3,613)	$ (317,554)
Common Class A [Member]
OTHER INCOME
Weighted average shares outstanding, Redeemable Class A common stock		25,875,000
Basic and diluted net income per share, Redeemable Class A common stock		$ (0.01)
Common Class B [Member]
OTHER INCOME
Weighted average shares outstanding, Class B common stock	6,468,750	6,468,750
Basic and diluted net loss per share, Class B common stock	$ 0	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Class A Common Stock [Member]	Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance - 02/19/21 (inception) at Feb. 18, 2021
Beginning balance, shares at Feb. 18, 2021
Issuance of Common Stock to initial stockholders		$ 647	24,353		25,000
Issuance of Common Stock to initial stockholders, shares		6,468,750
Net loss				(3,613)	(3,613)
Balance - 03/31/21 at Mar. 31, 2021		$ 647	24,353	(3,613)	21,387
Ending balance, shares at Mar. 31, 2021		6,468,750
Balance - 02/19/21 (inception) at Dec. 31, 2021		$ 647		(8,054,388)	(8,053,741)
Beginning balance, shares at Dec. 31, 2021		6,468,750
Net loss				(317,554)	(317,554)
Balance - 03/31/21 at Mar. 31, 2022		$ 647		$ (8,371,942)	$ (8,371,295)
Ending balance, shares at Mar. 31, 2022		6,468,750

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,613)	$ (317,554)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in deferred tax asset		17,526
Unrealized gain on investments held in Trust Account		(141,460)
Changes in operating assets and liabilities:
Deferred offering costs
Prepaid expenses and other assets		107,883
Accounts payable and accrued expenses	3,598	117,420
Franchise tax payable		(41,842)
Income tax payable		4,381
Net cash flows used in operating activities	(15)	(253,646)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class B Common Stock to Sponsor	647
Paid in capital	24,353
Net cash flows provided by financing activities	25,000
NET CHANGE IN CASH	24,985	(253,646)
CASH, BEGINNING OF PERIOD		325,250
CASH, END OF PERIOD	$ 24,985	$ 71,604

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations LF Capital Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 19, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity from February 19, 2021 (inception) through November 19, 2021, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 16, 2021. On November 19, 2021, the Company consummated the IPO and sold 22,500,000 11.50 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 11,000,000 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,375,000 33,750,000 1,350,000 1,350,000 Offering costs for the IPO and the exercise of the underwriter’s over-allotment option amounted to $ 15,030,508 14,231,250 9,056,250 799,258 9,056,250 Following the closing of the IPO and the exercise of the underwriter’s over-allotment option, $ 263,925,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The warrants will subject to redemption, as further described in Note 6. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 480, Distinguishing Liabilities from Equity 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to the Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the 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 Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO (unless extended in connection with an Extension Election as described below or as a result of an amendment to our amended and restated certificate of incorporation, which would require the approval of the holders of at least 65% of all of the Company’s then outstanding common stock) (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $ 100,000 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting fees (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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter 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 Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there is considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that, while it is reasonably possible that COVID-19 could have a negative effect on the Company’s ability to identify a target company for a Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of March 31, 2022, the Company had $ 71,604 264,079,072 264,991 The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (Note 4) and a promissory note, as amended, from the Sponsor (see Note 4). Subsequent to the IPO, the Company’s liquidity needs have been satisfied through a portion of the net proceeds from the Private Placement. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In order to finance transaction costs in connection with a Business Combination, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Subsequent to March 31, 2022, the Company obtained a loan from its Sponsor (see Note 8). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date of this filing.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 25, 2022 and November 17, 2021, respectively. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. ’ s f f l f f t 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 no Investments Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 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,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total expense / (benefit) for income taxes is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) March 31, 2022 Current expense / (benefit) $ 4,381 Deferred expense / (benefit) (66,467 ) Change in valuation allowance 83,993 Total income tax expense / (benefit) $ 21,907 The net deferred tax assets and liabilities in the accompanying unaudited condensed balance sheets included the following components: Schedule of deferred income tax assets and liabilities March 31, 2022 Deferred tax assets $ 117,397 Deferred tax liabilities — Valuation allowance for deferred tax assets (115,636 ) Net deferred tax assets / (liabilities) $ 1,761 December 31, 2021 Deferred tax assets $ 50,929 Deferred tax liabilities — Valuation allowance for deferred tax assets (31,642 ) Net deferred tax assets $ 19,287 The deferred tax assets as of March 31, 2022 was comprised of the tax effect of cumulative temporary differences as follows: Summary of Deferred Tax Liability Not Recognized March 31, 2022 Capitalized expenses before business combination $ 117,397 Valuation allowance for deferred tax assets (115,636 ) Total $ 1,761 December 31, 2021 Capitalized expenses before business combination $ 50,929 Valuation allowance for deferred tax assets (31,642 ) Total $ 19,287 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. At the period ended March 31, 2022, the valuation allowance was $ 115,636 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: Schedule of effective tax rate March 31, 2022 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 28,41 % Income tax provision (benefit) - 7.41 % December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 13.05 % Income tax provision (benefit) 7.95 % Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2022, 25,875,000 Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2022, the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Accretion of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption $ 263,925,000 Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 Schedule of basic and diluted net loss per share For the period from January 1, 2022 through March 31, 2022 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ (254,043 ) $ (63,511 ) Accretion for Class A Common Stock to redemption value — — Net loss (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) For the period February 19, 2021 (inception) to March 31, 2021 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ — $ (3,613 ) Accretion for Class A Common Stock to redemption value — — Net loss — (3,613 ) Denominator: Weighted average shares outstanding — 6,468,750 Basic and diluted net income (loss) per share $ — $ (0.00 ) Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and A S A i ’ n ’ s W r Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.0004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 9, 2021, was $627,119, or $7.84 per share. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, and including the underwriter’s exercise of its over-allotment option, the Company sold 25,875,000 10.00 258,750,000 243,738,425 11.50

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On March 5, 2021, the Sponsor acquired 100 64,687.50-for-1 stock split 1.11-for-1 stock split 7,187,500 1-for-1.11 reverse stock split 6,468,750 843,750 80,000 6,388,750 The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Initial Stockholders 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 the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement On November 19, 2021, simultaneously with the consummation of the IPO and the underwriter’s exercise of its over-allotment option, the Company consummated the issuance and sale of 12,350,000 1.00 12,350,000 11.50 Related Party Loans On March 5, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 600,000 425,000 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 1.00 Support Services Effective November 16, 2021, the Company entered into an Administrative Support Agreement with an entity affiliated with the Sponsor for office space and administrative support services at a monthly fee of $ 15,000 15,000 The Company recognized $45,000 and $0 for the three months ending March 31, 2022 and the period from February 19, 2021 (inception) to March 31, 2021, respectively. 45,000 0

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement, dated November 16, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45 3,375,000 3,375,000 The underwriter was paid a cash underwriting discount of $ 0.20 5,175,000 0.35 9,056,250

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders’ Deficit	Note 6 — Stockholders’ Deficit Common stock Class A Common Stock— 100,000,000 0.0001 no 25,875,000 Class B Common Stock — 10,000,000 0.0001 6,468,750 Preferred Stock 1,000,000 0.0001 no Warrants 12,937,500 12,350,000 The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period” and ● if, and only if, the last reported sale price of our Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 outstanding warrants: ● in whole and not in part ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth in the warrant agreement, subject to certain exceptions; and ● if, and only if, the Reference Value of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The “fair market value” of the Company’s Class A Common Stock for the above purpose means the volume weighted average price of our Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Common Stock per warrant (subject to adjustment). Any redemption of the warrants for Class A Common Stock will apply to both the Public Warrants and the Private Placement Warrants. No fractional Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A Common Stock to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Stockholders’ Warrants” for additional information. 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 Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of shares of Class A Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below their respective exercise prices. 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. In addition, if the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Common Stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Class A Common Stock or equity-linked securities.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in U.S. treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 March 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 264,079,072 — — December 31, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 263,937,611 — —

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. On April 13, 2022, the Sponsor issued a convertible promissory note (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 At the option of the Sponsor, at any time on or prior to the Maturity Date, any amounts outstanding under the Promissory Note (or any portion thereof) up to $1,500,000 in the aggregate, may be converted into warrants to purchase Class A Common Stock of the Company at a conversion price (the “Conversion Price”) equal to $1.00 per whole warrant. As of May 11, 2022, there is an amount outstanding of $250,000 under the Promissory Note.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 25, 2022 and November 17, 2021, respectively.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. ’ s f f l f f t
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 no
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000
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,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. The total expense / (benefit) for income taxes is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) March 31, 2022 Current expense / (benefit) $ 4,381 Deferred expense / (benefit) (66,467 ) Change in valuation allowance 83,993 Total income tax expense / (benefit) $ 21,907 The net deferred tax assets and liabilities in the accompanying unaudited condensed balance sheets included the following components: Schedule of deferred income tax assets and liabilities March 31, 2022 Deferred tax assets $ 117,397 Deferred tax liabilities — Valuation allowance for deferred tax assets (115,636 ) Net deferred tax assets / (liabilities) $ 1,761 December 31, 2021 Deferred tax assets $ 50,929 Deferred tax liabilities — Valuation allowance for deferred tax assets (31,642 ) Net deferred tax assets $ 19,287 The deferred tax assets as of March 31, 2022 was comprised of the tax effect of cumulative temporary differences as follows: Summary of Deferred Tax Liability Not Recognized March 31, 2022 Capitalized expenses before business combination $ 117,397 Valuation allowance for deferred tax assets (115,636 ) Total $ 1,761 December 31, 2021 Capitalized expenses before business combination $ 50,929 Valuation allowance for deferred tax assets (31,642 ) Total $ 19,287 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. At the period ended March 31, 2022, the valuation allowance was $ 115,636 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: Schedule of effective tax rate March 31, 2022 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 28,41 % Income tax provision (benefit) - 7.41 % December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 13.05 % Income tax provision (benefit) 7.95 %
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2022, 25,875,000 Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2022, the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Accretion of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption $ 263,925,000
Net income (loss) per Common Share	Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 Schedule of basic and diluted net loss per share For the period from January 1, 2022 through March 31, 2022 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ (254,043 ) $ (63,511 ) Accretion for Class A Common Stock to redemption value — — Net loss (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) For the period February 19, 2021 (inception) to March 31, 2021 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ — $ (3,613 ) Accretion for Class A Common Stock to redemption value — — Net loss — (3,613 ) Denominator: Weighted average shares outstanding — 6,468,750 Basic and diluted net income (loss) per share $ — $ (0.00 )
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and A S A i ’ n ’ s W r
Stock Compensation Expense	Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.0004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 9, 2021, was $627,119, or $7.84 per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	Schedule of Components of Income Tax Expense (Benefit) March 31, 2022 Current expense / (benefit) $ 4,381 Deferred expense / (benefit) (66,467 ) Change in valuation allowance 83,993 Total income tax expense / (benefit) $ 21,907
Schedule of deferred income tax assets and liabilities	Schedule of deferred income tax assets and liabilities March 31, 2022 Deferred tax assets $ 117,397 Deferred tax liabilities — Valuation allowance for deferred tax assets (115,636 ) Net deferred tax assets / (liabilities) $ 1,761 December 31, 2021 Deferred tax assets $ 50,929 Deferred tax liabilities — Valuation allowance for deferred tax assets (31,642 ) Net deferred tax assets $ 19,287
Summary of Deferred Tax Liability Not Recognized	Summary of Deferred Tax Liability Not Recognized March 31, 2022 Capitalized expenses before business combination $ 117,397 Valuation allowance for deferred tax assets (115,636 ) Total $ 1,761 December 31, 2021 Capitalized expenses before business combination $ 50,929 Valuation allowance for deferred tax assets (31,642 ) Total $ 19,287
Schedule of effective tax rate	Schedule of effective tax rate March 31, 2022 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 28,41 % Income tax provision (benefit) - 7.41 % December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Valuation allowance - 13.05 % Income tax provision (benefit) 7.95 %
Schedule of reconciled balance sheet	Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Accretion of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption $ 263,925,000
Schedule of basic and diluted net loss per share	Schedule of basic and diluted net loss per share For the period from January 1, 2022 through March 31, 2022 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ (254,043 ) $ (63,511 ) Accretion for Class A Common Stock to redemption value — — Net loss (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) For the period February 19, 2021 (inception) to March 31, 2021 Basic and diluted net loss per share: Class A Common Stock Class B Common Stock Numerator: Allocation of net loss before accretion income $ — $ (3,613 ) Accretion for Class A Common Stock to redemption value — — Net loss — (3,613 ) Denominator: Weighted average shares outstanding — 6,468,750 Basic and diluted net income (loss) per share $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	March 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: Cash, and U.S. Treasury Securities 1 $ 264,079,072 — —

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 19, 2021	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Percentage of fair market value		80.00%
Business combination, percentage of voting securities		50.00%
Net tangible assets		$ 5,000,001
Dissolution expenses		100,000
Operating Loss		71,604
Securities held in trust account		264,079,072
Working capital deficit		$ 264,991
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 0.0004
Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock	$ 1,350,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	25,287,500
Share price	$ 11.50	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	22,500,000	25,875,000
Sale of units per share	$ 10	$ 10
Sale of stock	$ 225,000,000	$ 243,738,425
Offering costs		15,030,508
Underwriting fees		14,231,250
Deferred and held in the trust account		9,056,250
Other Offering costs		799,258
Deferred underwriting fees		9,056,250
Net proceeds from sale of units		$ 263,925,000
Share price		$ 10.20
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock	$ 12,350,000
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	11,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	3,375,000
Sale of stock	$ 33,750,000
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	12,350,000
Sale of units per share		$ 1
Private Placement Warrants [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	1,350,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Accounting Policies [Abstract]
Current expense / (benefit)	$ 4,381
Deferred expense / (benefit)	(66,467)
Change in valuation allowance	(83,993)
Total income tax expense / (benefit)	$ 21,907

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Deferred tax assets	$ 117,397	$ 50,929
Deferred tax liabilities
Valuation allowance for deferred tax assets	(115,636)	(31,642)
Net deferred tax assets	$ 1,761	$ 19,287

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details 2) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Capitalized expenses before business combination	$ 117,397	$ 50,929
Valuation allowance for deferred tax assets	(115,636)	31,642
Total	1,761	19,287
Valuation allowance for deferred tax assets	$ 115,636	$ (31,642)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details 3)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Valuation allowance	28.41%	13.05%
Income tax provision benefit	0.0741	0.0795

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details 4) - Common Class A [Member]	Mar. 31, 2022USD ($)
Gross proceeds	$ 258,750,000
Fair value of Public Warrants at issuance	(6,727,500)
Class A shares issuance costs	(14,621,728)
Accretion of carrying value to redemption value	26,524,228
Class A Common Stock subject to possible redemption	$ 263,925,000

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details 5) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Net loss	$ (3,613)	$ (317,554)
Common Class A [Member]
Allocation of net loss before accretion income		(254,043)
Net loss		$ (254,043)
Weighted average shares outstanding		25,875,000
Basic and diluted net income (loss) per share		$ (0.01)
Class B Common Stock [Member]
Allocation of net loss before accretion income	$ (3,613)	$ (63,511)
Net loss	$ (3,613)	$ (63,511)
Weighted average shares outstanding	6,468,750	6,468,750
Basic and diluted net income (loss) per share	$ 0	$ (0.01)

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Nov. 09, 2021	Nov. 19, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash equivalents			$ 0
Offering Cost		$ 15,030,508
FDIC amount			250,000
Valuation allowance for deferred tax assets			$ 115,636	$ (31,642)
Number of shares sold,description	The fair value of the 80,000 founder shares sold to certain independent directors as of November 9, 2021, was $627,119, or $7.84 per share.
Sponsor [Member]
Price per share			$ 0.0004
Public And Private Warrants [Member]
Offering Cost		$ 408,779
Public Warrants [Member]
Shares issued		12,937,500
Private Placement Warrants [Member]
Shares issued		12,350,000
Aggregate of shares		12,350,000
Price per share			1
Private Placement Warrants [Member] | Sponsor [Member]
Aggregate of shares		1,350,000
Class A Common Stock [Member]
Offering Cost		$ 14,621,728
Price per share			$ 11.50
Common Class A [Member]
Temporary Equity			25,875,000
Aggregate of shares		25,287,500
Share price		$ 11.50	$ 11.50
Anti-diluted shares			25,287,500

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 19, 2021	Mar. 31, 2022
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	25,287,500
Share price	$ 11.50	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	22,500,000	25,875,000
Sale of units per share	$ 10	$ 10
Gross proceeds		$ 258,750,000
Net proceeds	$ 225,000,000	$ 243,738,425

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 15, 2021	Mar. 05, 2021	Nov. 19, 2021	Nov. 16, 2021	Oct. 26, 2021	Jun. 21, 2021	Mar. 31, 2022	Jun. 18, 2021
Related Party Transaction [Line Items]
Stock split, description	64,687.50-for-1 stock split					1.11-for-1 stock split
Reverse stock split, description					1-for-1.11 reverse stock split
Founder Shares							80,000
Working Capital Loans							$ 1,500
Conversion Price							$ 1
Administrative Fees Expense				$ 15,000
Other Expenses				$ 15,000
Support services Description							The Company recognized $45,000 and $0 for the three months ending March 31, 2022 and the period from February 19, 2021 (inception) to March 31, 2021, respectively.
Accounts Payable, Current							$ 45,000
Accrued Liabilities, Fair Value Disclosure							$ 0
Class A Common Stock [Member]
Related Party Transaction [Line Items]
Sale of units per share							$ 11.50
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering			12,350,000
Sale of units per share							$ 1
Private Placement [Member]
Related Party Transaction [Line Items]
Gross proceeds			$ 12,350,000
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares		100
Founder Shares							6,388,750
Sale of units per share							$ 0.0004
Loans payable		$ 300,000
Principal amount								$ 600,000
Repayment of Promissory Note		$ 425,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering			1,350,000
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering			11,000,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, Shares outstanding					6,468,750	7,187,500
Number of shares forfeiture					843,750

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 19, 2021	Mar. 31, 2022
Offsetting Assets [Line Items]
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Proceeds from initial offering		$ 5,175,000
Underwriting Agreement [Member]
Offsetting Assets [Line Items]
Proceeds from initial offering		$ 9,056,250
Deferred underwriting fee		$ 0.35
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Offsetting Assets [Line Items]
Number of shares issued	3,375,000	3,375,000
Underwriting Agreement [Member] | IPO [Member]
Offsetting Assets [Line Items]
Cash underwriting discount		$ 0.20

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Share redemption price per share	$ 18
Warrant [Member]
Class of Stock [Line Items]
Warrant price per share	$ 0.01
Public Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding	12,937,500	12,937,500
Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding	12,350,000	12,350,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	0
Common stock, shares outstanding	0
Common stock subject to possible redemption	25,875,000
Share redemption price per share	$ 10
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	6,468,750
Common stock, shares outstanding	6,468,750

Fair Value Measurements (Detail

Fair Value Measurements (Details) - US Treasury Securities [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash	$ 264,079,072	$ 263,937,611
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash