Cover Page
| Cover Page - shares | 6 Months Ended | |
| Jun. 30, 2022 | Aug. 12, 2022 | |
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Entity Registrant Name | Crixus BH3 Acquisition Company | |
| Entity Central Index Key | 0001851612 | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Incorporation, State or Country Code | DE | |
| Document Period End Date | Jun. 30, 2022 | |
| Document Fiscal Year Focus | 2022 | |
| Document Fiscal Period Focus | Q2 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Shell Company | true | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity File Number | 001-40868 | |
| Entity Tax Identification Number | 86-2249068 | |
| Entity Address, Address Line One | 819 NE 2nd Avenue | |
| Entity Address, Address Line Two | Suite 500 | |
| Entity Address, City or Town | Fort Lauderdale | |
| Entity Address, State or Province | FL | |
| Entity Address, Postal Zip Code | 33304 | |
| City Area Code | 954 | |
| Local Phone Number | 416-3140 | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
| Trading Symbol | BHAC | |
| Security Exchange Name | NASDAQ | |
| Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant [Member] | ||
| Document Information [Line Items] | ||
| 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 | BHACU | |
| Security Exchange Name | NASDAQ | |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] | ||
| Document Information [Line Items] | ||
| Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
| Trading Symbol | BHACW | |
| Security Exchange Name | NASDAQ | |
| Class A Common Stock [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 23,000,000 | |
| Class B Common Stock [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
| Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
| Current assets | ||
| Cash | $ 618,978 | $ 1,131,162 |
| Prepaid expenses | 202,772 | 570,994 |
| Total Current Assets | 821,750 | 1,702,156 |
| Cash and marketable securities held in Trust Account | 232,527,061 | 232,284,770 |
| Total assets | 233,348,811 | 233,986,926 |
| Current liabilities: | ||
| Accrued expenses | 56,468 | 5,000 |
| Derivative warrant liability | 3,037,629 | 8,959,173 |
| Total current liabilities | 3,094,097 | 8,964,173 |
| Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
| Total liabilities | 11,144,097 | 17,014,173 |
| Commitments and Contingencies | ||
| Temporary equity | ||
| Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding, subject to possible redemption at $10.00 per share at June 30, 2022 and December 31, 2021 | 230,000,000 | 230,000,000 |
| Stockholders' deficit | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
| Accumulated deficit | (7,795,861) | (13,027,822) |
| Total stockholders' deficit | (7,795,286) | (13,027,247) |
| Total liabilities, temporary equity and stockholders' deficit | 233,348,811 | 233,986,926 |
| Common Class B [Member] | ||
| Stockholders' deficit | ||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 | $ 575 | $ 575 |
Condensed Balance Sheets (Paren
| Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock shares issued | 0 | 0 |
| Preferred stock shares outstanding | 0 | 0 |
| Common Class A [Member] | ||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 200,000,000 | 200,000,000 |
| Common stock shares issued | 23,000,000 | 23,000,000 |
| Common stock shares outstanding | 23,000,000 | 23,000,000 |
| Common stock, subject to possible redemption | $ 10 | $ 10 |
| Common Class B [Member] | ||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 20,000,000 | 20,000,000 |
| Common stock shares issued | 5,750,000 | 5,750,000 |
| Common stock shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
| Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
| Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
| Formation and operating costs | $ 544,202 | $ 25,575 | $ 30,548 | $ 1,001,283 |
| Loss from operations | 544,202 | 25,575 | 30,548 | 1,001,283 |
| Other income: | ||||
| Interest income | 276,853 | 0 | 0 | 311,700 |
| Change in fair value of derivative warrant liability | 5,143,514 | 0 | 0 | 5,921,544 |
| Total other income | 5,420,367 | 0 | 0 | 6,233,244 |
| Net Income (loss) | $ 4,876,165 | $ (25,575) | $ (30,548) | $ 5,231,961 |
| Class A Common Stock subject to possible redemption [Member] | ||||
| Other income: | ||||
| Weighted average shares outstanding, Basic | 23,000,000 | 0 | 0 | 23,000,000 |
| Weighted average shares outstanding, Diluted | 23,000,000 | 0 | 0 | 23,000,000 |
| Net income (loss) per share, Basic | $ 0.17 | $ 0 | $ 0 | $ 0.18 |
| Net income (loss) per share , Diluted | $ 0.17 | $ 0 | $ 0 | $ 0.18 |
| Class B Common Stock [Member] | ||||
| Other income: | ||||
| Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 4,980,315 | 5,750,000 |
| Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 4,980,315 | 5,750,000 |
| Net income (loss) per share, Basic | $ 0.17 | $ 0 | $ (0.01) | $ 0.18 |
| Net income (loss) per share , Diluted | $ 0.17 | $ 0 | $ (0.01) | $ 0.18 |
Condensed Statements of Changes
| Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Preferred Stock [Member] | Class A Common Stock [Member] Common Stock [Member] | Class B Common Stock [Member] Common Stock [Member] |
| Beginning balance at Feb. 22, 2021 | ||||||
| Beginning balance, Shares at Feb. 22, 2021 | 0 | 0 | 0 | |||
| Issuance of Class B common stock to Sponsor, Amount | 25,000 | 24,425 | $ 575 | |||
| Issuance of Class B common stock to Sponsor, Shares | 5,750,000 | |||||
| Net Income (loss) | (4,973) | (4,973) | ||||
| Ending balance at Mar. 31, 2021 | 20,027 | 24,425 | (4,973) | $ 0 | $ 575 | |
| Ending balance, Shares at Mar. 31, 2021 | 0 | 0 | 5,750,000 | |||
| Beginning balance at Feb. 22, 2021 | ||||||
| Beginning balance, Shares at Feb. 22, 2021 | 0 | 0 | 0 | |||
| Net Income (loss) | (30,548) | |||||
| Ending balance at Jun. 30, 2021 | (5,548) | 24,425 | (30,548) | $ 0 | $ 0 | $ 575 |
| Ending balance, Shares at Jun. 30, 2021 | 0 | 0 | 5,750,000 | |||
| Beginning balance at Mar. 31, 2021 | 20,027 | 24,425 | (4,973) | $ 0 | $ 575 | |
| Beginning balance, Shares at Mar. 31, 2021 | 0 | 0 | 5,750,000 | |||
| Net Income (loss) | (25,575) | (25,575) | ||||
| Ending balance at Jun. 30, 2021 | (5,548) | 24,425 | (30,548) | $ 0 | $ 0 | $ 575 |
| Ending balance, Shares at Jun. 30, 2021 | 0 | 0 | 5,750,000 | |||
| Beginning balance at Dec. 31, 2021 | (13,027,247) | (13,027,822) | $ 0 | $ 0 | $ 575 | |
| Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||
| Net Income (loss) | 355,796 | 355,796 | ||||
| Ending balance at Mar. 31, 2022 | (12,671,451) | (12,672,026) | $ 0 | $ 0 | $ 575 | |
| Ending balance, Shares at Mar. 31, 2022 | 0 | 0 | 5,750,000 | |||
| Beginning balance at Dec. 31, 2021 | (13,027,247) | (13,027,822) | $ 0 | $ 0 | $ 575 | |
| Beginning balance, Shares at Dec. 31, 2021 | 0 | 0 | 5,750,000 | |||
| Net Income (loss) | 5,231,961 | |||||
| Ending balance at Jun. 30, 2022 | (7,795,286) | (7,795,861) | $ 0 | $ 0 | $ 575 | |
| Ending balance, Shares at Jun. 30, 2022 | 0 | 0 | 5,750,000 | |||
| Beginning balance at Mar. 31, 2022 | (12,671,451) | (12,672,026) | $ 0 | $ 0 | $ 575 | |
| Beginning balance, Shares at Mar. 31, 2022 | 0 | 0 | 5,750,000 | |||
| Net Income (loss) | 4,876,165 | 4,876,165 | ||||
| Ending balance at Jun. 30, 2022 | $ (7,795,286) | $ (7,795,861) | $ 0 | $ 0 | $ 575 | |
| Ending balance, Shares at Jun. 30, 2022 | 0 | 0 | 5,750,000 |
Condensed Statements of Cash Fl
| Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 4 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) | $ 4,876,165 | $ (25,575) | $ (30,548) | $ 5,231,961 |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
| Interest income | (276,853) | 0 | 0 | (311,700) |
| Change in fair market value of derivative warrant liability | (5,143,514) | 0 | 0 | (5,921,544) |
| Changes in operating assets and liabilities: | ||||
| Prepaid Expenses | (16,000) | 368,222 | ||
| Accrued Expenses | 6,825 | 51,468 | ||
| Deferred Offering Costs | (99,027) | 0 | ||
| Net cash used in operating activities | (138,750) | (581,593) | ||
| Cash flows from investing activities | ||||
| Proceeds from Trust Account | 0 | 69,409 | ||
| Net cash provided by investing activities | 0 | 69,409 | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from notes payable to Sponsor | 120,000 | 0 | ||
| Proceeds from issuance of Class B common stock | 25,000 | 0 | ||
| Net cash provided by financing activities | 145,000 | 0 | ||
| Net change in cash | 6,250 | (512,184) | ||
| Cash at beginning of period | 0 | 1,131,162 | ||
| Cash at end of period | $ 618,978 | $ 6,250 | 6,250 | 618,978 |
| Supplemental disclosure of non-cash financing activities: | ||||
| Deferred offering cost included in accrued expenses | $ 200,000 | $ 0 | ||
Organization and Plan of Busine
| Organization and Plan of Business Operations | 6 Months Ended |
| Jun. 30, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Crixus BH3 Acquisition Company (the “Company”) is a blank check company incorporated as a Delaware company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on targets within the real estate, construction and infrastructure industries. 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. The Company has not yet begun operations and therefore, all activity for the period from February 23, 2021 (date of inception) through June 30, 2022 relates to the Company’s Initial Public Offering and identifying a target for the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 3), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of Class A common stock, par value, $0.0001 per shares (“Class A common stock”, “Class A Shares” or “public shares”, and such holders, the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share price, The Nasdaq rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will have until April 7, 2023 (or until July 7, 2023 or October 7, 2023, as applicable, if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”). If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable), 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, the 18-month (or 21-month or 24-month, as Liquidity The Company has incurred and expects to continue to incur additional costs in pursuit of its acquisition plans. The Company has determined that it will not be able to sustain operations for the next twelve months without additional financing. These conditions raise a substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these condensed consolidated financial statements. Based on the Company’s plan and ability to request working capital loans of up to $1.5 million from its sponsor (see Note 4), the Company believes that it has alleviated the substantial doubt about its ability to continue as a going concern, and 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. There is no assurance that the Company’s plan to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period (as defined below). The unaudited condensed financial statements do not include any adjustments that might result from the Company’s inability to consummate the proposed Business Combination. |
Significant Accounting Policies
| Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2022 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the unaudited condensed financial statements as well as the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Cash and Cash Equivalents As of June 30, 2022 and December 31, 2021, the Company had approximately $0.6 million and $1.1 million, respectively, in cash outside of the trust account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and Marketable Securities Held in Trust Account The Company had $232.5 million and $232.3 million held within a trust account in cash and marketable securities as of June 30, 2022 and December 31, 2021, respectively, none of which was available for working capital needs. Substantially all of the assets held in the Trust Account are held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement” (“Topic 820”) Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1 — Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2 — Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Derivative Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC Subtopic 815-40, “ Derivatives and Hedging — Contracts in Entity’s Own Equity Subtopic 814-40 Subtopic 815-40, the Offering Costs The Company complies with the requirements of the ASC paragraph 340-10-S99-1 and Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Topic 480 All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC paragraph 480-10-S99, redemption additional paid-in capital Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes Topic740 Topic 740 prescribes a recognition threshold and a measurement attribute for 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 The provision for income taxes was deemed to be immaterial for both, the periods from inception to June 30, 201, as well as the period from January 1, 2022 thru June 30, 2022. Recent Accounting Standards 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. Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation the warrants to purchase common stock are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the holders of the Class A common stock. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A common stock and Class B common stock for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from February 23, 2021 (date of inception) to June 30, 2021. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income attributable to common stockholders—Basic $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Net income attributable to common stockholders—Diluted $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted income per share of common stock $ 0.17 $ 0.17 $ 0.18 $ 0.18 For the three months ended June 30, For the period from through June 30, 2021 2022 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Net loss attributable to common stockholders—Basic $ — $ (25,575 ) $ — $ (30,548 ) Net loss attributable to common stockholders—Diluted $ — $ (25,575 ) $ — $ (30,548 ) Denominator: Weighted average shares outstanding — 5,750,000 — 4,980,315 Basic and diluted loss per share of common stock $ — $ (0.00 ) $ — $ (0.01 ) As of June 30, 2022, warrants to purchase 17,900,000 shares of Class A common stock were excluded from the computation of diluted net income (loss) per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money). As a result, basic and diluted income (loss) per share is the same for the periods presented. |
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 registration statement for the Initial Public Offering was declared effective on October 4, 2021. On October 4, 2021, the Company consummated the Initial Public Offering by selling 23,000,000 units at a purchase price of $10.00 (“Units”), generating gross proceeds of $230.0 million. Each Unit consists of one Class A Share and one-half Public Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,400,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Crixus BH3 Sponsor LLC (the “Sponsor”), generating gross proceeds of $9.6 million, which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $232.3 million ($10.10 per Unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of Transaction costs from the Initial Public Offering amounted to $22.4 million, consisting of $12.7 million of underwriters’ fees and discounts, $9.3 million for the excess fair value of founder shares attributable to the anchor investors (see Note 4), and $0.5 million of other offering costs, net of third-party vendor credits. Such transaction costs were allocated to Class A common stock and warrants issued in the Initial Public Offering based on their relative fair values. Accordingly, $1.4 million of the $22.4 million in total transaction costs (which includes $0.6 million of the excess fair value of the Founder Shares sold to anchor investors—see Note 4), were allocated to the public warrants. |
Related Party Transactions
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2022 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 4 — Related Party Transactions Founder Shares Prior to the Initial Public Offering, our Sponsor and directors (the “Initial Stockholders”) purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock,” Class B Shares” or “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by our initial stockholders, the Company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. Our initial stockholders (including our anchor investors) collectively owned 20% of the outstanding shares of common stock following the Initial Public Offering. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. The underwriters exercised their over-allotment option in full on October 6, 2021; thus, the 750,000 founder shares are no longer subject to forfeiture. Certified qualified institutional buyers or institutional accredited investors, as defined in Rule 144A and Regulation D, respectively, under the Securities Act, which are not affiliated with us, our sponsor, our directors or any member of our management and that purchased an aggregate of approximately 22,980,000 units in our initial public offering at the public offering price (“herein referred to as “anchor investor”) purchased the number of units for which it had provided an indication of interest (not to exceed 9.9% of the units sold in the Initial Public Offering). In consideration of these purchases, the Sponsor entered into an investment agreement with each of the anchor investors pursuant to which the Sponsor sold 1,450,758 founder shares in the aggregate, at their original purchase price of approximately $0.004 per share. The founder shares are identical to the shares of our Class A common stock included in the units sold in the offering, except that: • prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; • the founder shares are subject to certain transfer restrictions, as described in more detail below; • each of our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination; (ii) their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable, from the closing of the Initial Public Offering if we were to extend the period of time to consummate our initial business combination) or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial • the founder shares are shares of Class B common stock that will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination; • the anchor investors will not be entitled to (i) redemption rights with respect to any founder shares held by them in connection with the completion of our initial business combination; (ii) redemption rights with respect to any founder shares held by them in connection with a stockholder vote to amend our amended and restated certification of incorporation in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of the Initial Public Offering (or 21 months or 24 months, as applicable) or; (iii) rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of the offering (or 21 months or 24 months, as applicable) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame); and • the founder shares are entitled to registration rights. Transfer restrictions on founder shares Holders of the Company’s founder shares (including the anchor investors) have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; and (ii) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering, the Sponsor sold an aggregate of 1,450,758 Founder Shares at their original purchase price. The Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $9.3 million or $6.40 per share as of October 7, 2021 (date of the Initial Public Offering). The excess of the fair value of the Founder Shares sold over the purchase price of $5,803 (or $.004 per 1,450,758 share) was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost as well as Offering Costs were accounted for as an equity contribution from the Sponsor. As a portion of the Initial Public Offering consisted of Warrant Securities that are accounted for as liabilities, as such the fair value of the 1,450,758 Founder Shares sold to the anchor investors by the Sponsor ($0.6 million) was allocated to the warrant liability as of October 7, 2021 (date of Public Offering). Private Placement Warrants Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (subject to adjustment in certain circumstances). The proceeds from the Private Placement Warrants, net of $4.6 million in underwriting discounts, $0.8 million in Offering Costs, and $2.0 million designated for operational use were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company so long as they are held by the Sponsor or any of its permitted transferees; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the common stock issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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. 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Loans In order to finance transaction costs in connection with the Business Combination, the Sponsor has executed an unsecured promissory note and agreed to loan the Company up to $1.5 million as may be required, the terms of which consist of no interest accrual and a maturity date commensurate with the date Business Combination has been consummated (“Working Capital Loans”). In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $10.00 Note Payable to Sponsor On March 12, 2021, the Sponsor and the Company executed an unsecured promissory note pursuant to which the Company had the ability to borrow up to $0.3 million in the aggregate to cover expenses in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing Administrative Services Agreement The Company entered into an agreement whereby, commencing on October 7, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space, utilities and administrative support. The Company records the administrative services agreement costs within formation and operating costs on the unaudited condensed statements of operations. For the three and six months ended June 30, 2022, the Company incurred and paid $45,000 and $90,000, respectively. For the three months ended June 30, 2021 and for the period from February 23, 2021 (date of inception) to June 30, 2021, the Company did not incur any administrative services. |
Stockholders' Equity (Deficit)
| Stockholders' Equity (Deficit) | 6 Months Ended |
| Jun. 30, 2022 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity (Deficit) | Note 5 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B common stock, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Common Stock”). Holders of the Common Stock are entitled to one vote for each share of Common Stock; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one basis, In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Common Stock outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any Common Stock or equity-linked securities issued, or to be issued, to any seller in the Business Combination, or any Private Placement-equivalent Warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company. At June 30, 2022 and December 31, 2021, there were 23,000,000 Class A Shares issued and outstanding, of which 3,482,975 Units and 8,759,346 Units, respectively, remain intact (each consisting of 1 share of Class A common stock and 1/2 of a public warrant). At June 30, 2022 and December 31, 2021, there were 5,750,000 Class B Shares issued and outstanding. Warrants 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the sale of the shares of its Class A common stock issuable upon exercise of the warrants, and a current Offering prospectus relating thereto is available, and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination as described in the immediately following paragraph or (ii) a notice of redemption described below). The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. At June 30, 2022 and December 31, 2021, there were 11,500,000 whole Public Warrants and 6,400,000 Private Placement Warrants outstanding. The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60 th Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $18.00 Once the Warrant Securities become exercisable, the Company may redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant Security; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption • if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day The Company will not redeem the Warrant Securities as described above unless an effective registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the Warrant Securities is effective, and a current prospectus relating thereto is available, throughout the 30-day redemption Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $ 10.00 Once the Warrant Securities become exercisable, the Company may also redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant Security 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 an agreed table based on the redemption date and the “fair market value” of the Class A common stock; • if, and only if, the Reference Value 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); and • if the Reference Value is less than $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 Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock means the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrant Securities. The Company will provide its Warrant Security holders with the final fair market value no later than one business day after the 10-day trading 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. 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 (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Fair Value Measurement
| Fair Value Measurement | 6 Months Ended |
| Jun. 30, 2022 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurement | Note 6 — Fair Value Measurement The Company follows the guidance in Topic 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period. The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 30, 2022 December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 232,527,061 $ 232,284,770 Liabilities: Public Warrants (1,2) 1 $ 1,951,550 $ 5,744,250 Private Placement Warrants (1) 3 $ 1,086,079 $ 3,214,923 (1) The Warrants are accounted for as liabilities in accordance with Subtopic 815-40 and (2) Shares of Class A common stock and warrants comprising the units began separate trading on the Nasdaq under the symbols “BHAC” and “BHACW,” respectively on November 26, 2021. Consequently, Public Warrants have been re-classified from The Company established the initial fair value for the Warrants on October 7, 2021, the date of the Company’s Initial Public Offering, using a Black- Scholes Option Pricing Method (“BSM”) for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of The Company’s use of a Black-Scholes model (“BSM”) required the use of subjective assumptions: • The Risk-free rate as of the Valuation Date was selected based upon a typical equity investor assumed holding period. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the BSM. The key inputs into the BSM for determining the fair value of the Private Placement Warrants include: Input Input Values as of Input Values as of Risk-free interest rate 3.01 % 1.26 % Expected term (years) 4.5 Years 5 Years Expected volatility 2.1 % 10.0 % Instrument exercise price for one share of Class A common stock $ 11.50 $ 11.50 At June 30, 2022, the fair value was determined to be $0.17 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $1.1 million and $2.0 million, respectively. At December 31, 2021, the fair value was determined to be $0.50 per warrant for each of the Private Placement Warrants and Public Warrants, which corresponded with aggregate values of $3.2 million and $5.7 million, respectively. The use of a lowered expected volatility input as of June 30, 2021 was a significant contributor that led to the decrease in the fair value of the Private Placement Warrants and Public Warrants at June 30, 2021 as compared to December 31, 2021. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrants Warrant Liabilities Initial measurement on October 7, 2021 $ 8,640,000 $ 14,720,000 $ 23,360,000 Change in fair value (5,425,077 ) (8,975,750 ) (14,400,827 ) Fair value as of December 31, 2021 3,214,923 5,744,250 8,959,173 Change in fair value (2,128,844 ) (3,792,700 ) (5,921,544 ) Fair value as of June 30, 2022 $ 1,086,079 $ 1,951,550 $ 3,037,629 |
Commitments
| Commitments | 6 Months Ended |
| Jun. 30, 2022 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments | Note 7 — Commitments Registration Rights Pursuant to a registration and stockholder rights agreement dated October 4, 2021, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Underwriters Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million. In addition, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8.1 million. The deferred commission was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. |
Subsequent Events
| Subsequent Events | 6 Months Ended |
| Jun. 30, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events [Text Block] | Note 8 — Subsequent Events Management of the Company evaluates events that have occurred after the unaudited condensed balance sheet date of June 30, 2022 through the date these unaudited condensed financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent |
Summary of Significant Accounti
| Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
| Jun. 30, 2022 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for |
| 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 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 Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the unaudited condensed financial statements as well as the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
| Cash and Cash Equivalents | Cash and Cash Equivalents As of June 30, 2022 and December 31, 2021, the Company had approximately $0.6 million and $1.1 million, respectively, in cash outside of the trust account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
| Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account The Company had $232.5 million and $232.3 million held within a trust account in cash and marketable securities as of June 30, 2022 and December 31, 2021, respectively, none of which was available for working capital needs. Substantially all of the assets held in the Trust Account are held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity |
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
| 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 ASC Topic 820, “ Fair Value Measurement” (“Topic 820”) Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1 — Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2 — Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. |
| Derivative Liabilities | Derivative Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC Subtopic 815-40, “ Derivatives and Hedging — Contracts in Entity’s Own Equity Subtopic 814-40 Subtopic 815-40, the |
| Offering Costs | Offering Costs The Company complies with the requirements of the ASC paragraph 340-10-S99-1 and |
| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Topic 480 All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC paragraph 480-10-S99, redemption additional paid-in capital |
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes Topic740 Topic 740 prescribes a recognition threshold and a measurement attribute for 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 The provision for income taxes was deemed to be immaterial for both, the periods from inception to June 30, 201, as well as the period from January 1, 2022 thru June 30, 2022. |
| Recent Accounting Standards | Recent Accounting Standards 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. |
| Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net income (loss) per share calculation the warrants to purchase common stock are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net income (loss) attributable to both the Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the holders of the Class A common stock. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A common stock and Class B common stock for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from February 23, 2021 (date of inception) to June 30, 2021. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income attributable to common stockholders—Basic $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Net income attributable to common stockholders—Diluted $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted income per share of common stock $ 0.17 $ 0.17 $ 0.18 $ 0.18 For the three months ended June 30, For the period from through June 30, 2021 2022 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Net loss attributable to common stockholders—Basic $ — $ (25,575 ) $ — $ (30,548 ) Net loss attributable to common stockholders—Diluted $ — $ (25,575 ) $ — $ (30,548 ) Denominator: Weighted average shares outstanding — 5,750,000 — 4,980,315 Basic and diluted loss per share of common stock $ — $ (0.00 ) $ — $ (0.01 ) As of June 30, 2022, warrants to purchase 17,900,000 shares of Class A common stock were excluded from the computation of diluted net income (loss) per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money). As a result, basic and diluted income (loss) per share is the same for the periods presented. |
Significant Accounting Polici_2
| 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 following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the three months ended June 30, For the six months ended June 30, 2022 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income attributable to common stockholders—Basic $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Net income attributable to common stockholders—Diluted $ 3,900,932 $ 975,233 $ 4,185,569 $ 1,046,392 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted income per share of common stock $ 0.17 $ 0.17 $ 0.18 $ 0.18 For the three months ended June 30, For the period from through June 30, 2021 2022 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Net loss attributable to common stockholders—Basic $ — $ (25,575 ) $ — $ (30,548 ) Net loss attributable to common stockholders—Diluted $ — $ (25,575 ) $ — $ (30,548 ) Denominator: Weighted average shares outstanding — 5,750,000 — 4,980,315 Basic and diluted loss per share of common stock $ — $ (0.00 ) $ — $ (0.01 ) |
Fair Value Measurement - (Table
| Fair Value Measurement - (Tables) | 6 Months Ended |
| Jun. 30, 2022 | |
| Fair Value Disclosures [Abstract] | |
| Schedule Of Information About Assets and Derivative Liabilities Measured At Fair Value On A Recurring Basis | The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level June 30, 2022 December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 232,527,061 $ 232,284,770 Liabilities: Public Warrants (1,2) 1 $ 1,951,550 $ 5,744,250 Private Placement Warrants (1) 3 $ 1,086,079 $ 3,214,923 |
| Schedule of Key Inputs Into the BSM for Determining the Fair Value of the Private Placement Warrants at Initial Measurement | The key inputs into the BSM for determining the fair value of the Private Placement Warrants include: Input Input Values as of Input Values as of Risk-free interest rate 3.01 % 1.26 % Expected term (years) 4.5 Years 5 Years Expected volatility 2.1 % 10.0 % Instrument exercise price for one share of Class A common stock $ 11.50 $ 11.50 |
| Schedule Of Changes in The Fair Value Of Warrant Liabilites | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrants Warrant Liabilities Initial measurement on October 7, 2021 $ 8,640,000 $ 14,720,000 $ 23,360,000 Change in fair value (5,425,077 ) (8,975,750 ) (14,400,827 ) Fair value as of December 31, 2021 3,214,923 5,744,250 8,959,173 Change in fair value (2,128,844 ) (3,792,700 ) (5,921,544 ) Fair value as of June 30, 2022 $ 1,086,079 $ 1,951,550 $ 3,037,629 |
Organization and Plan of Busi_2
| Organization and Plan of Business Operations - Additional Information (Detail) | 6 Months Ended |
| Jun. 30, 2022 USD ($) $ / shares | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Share price | $ 18 |
| Sponsor [Member] | Working Capital Loan [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Debt instrument, face amount | $ | $ 1,500,000 |
| Minimum [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Percentage of fair market value of target business to asset held in trust account | 80% |
| Net tangible assets required for consummation of business combination | $ | $ 5,000,001 |
| Percentage Of Redeeming Shares Of Public Shares Without The Companys Prior Written Consent | 15% |
| Lock in period for redemption of public shares after closing of IPO | 18 months |
| Maximum [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Share price | $ 10 |
| Lock in period for redemption of public shares after closing of IPO | 24 months |
| Dissolution expense | $ | $ 100,000 |
| Common Class A [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Share price | $ 0.0001 |
| Public Shares [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Share price | $ 10 |
| Post Business Combination [Member] | Minimum [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Percentage of voting interests acquired | 50% |
Significant Accounting Polici_3
| Significant Accounting Policies - Summary of Basic and Diluted Net Income (loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
| Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
| Common Class A [Member] | ||||
| Net income (loss) attributable to common stockholders—Basic | $ 3,900,932 | $ 0 | $ 0 | $ 4,185,569 |
| Net income (loss) attributable to common stockholders—Diluted | $ 3,900,932 | $ 0 | $ 0 | $ 4,185,569 |
| Weighted average shares outstanding, Basic | 23,000,000 | 0 | 0 | 23,000,000 |
| Weighted average shares outstanding, Diluted | 23,000,000 | 0 | 0 | 23,000,000 |
| Net income per share of common stock , Basic | $ 0.17 | $ 0 | $ 0 | $ 0.18 |
| Net income per share of common stock, Diluted | $ 0.17 | $ 0 | $ 0 | $ 0.18 |
| Common Class B [Member] | ||||
| Net income (loss) attributable to common stockholders—Basic | $ 975,233 | $ (25,575) | $ (30,548) | $ 1,046,392 |
| Net income (loss) attributable to common stockholders—Diluted | $ 975,233 | $ (25,575) | $ (30,548) | $ 1,046,392 |
| Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 4,980,315 | 5,750,000 |
| Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 4,980,315 | 5,750,000 |
| Net income per share of common stock , Basic | $ 0.17 | $ 0 | $ (0.01) | $ 0.18 |
| Net income per share of common stock, Diluted | $ 0.17 | $ 0 | $ (0.01) | $ 0.18 |
Significant Accounting Polici_4
| Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
| Oct. 04, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
| Cash | $ 618,978 | $ 1,131,162 | |
| Unrecognized tax benefits | 0 | 0 | |
| Accrued for interest and penalties | 0 | 0 | |
| FDIC insured amount | 250,000 | ||
| Cash and marketable securities held in Trust Account | $ 232,527,061 | $ 232,284,770 | |
| Common Class A [Member] | |||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,900,000 | ||
| Temporary Equity, Shares Outstanding | 23,000,000 | 23,000,000 | |
| Common Class A [Member] | IPO [Member] | |||
| Stock issued during period shares | 23,000,000 | 23,000,000 |
Initial Public Offering - Addit
| Initial Public Offering - Additional Information (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | ||
| Oct. 07, 2021 | Oct. 04, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
| Gross proceeds from Issuance Of Common Stock | ||||
| Share price | $ 18 | |||
| Transaction cost | $ 22,400,000 | |||
| Underwriters' fees and discounts | 12,700,000 | |||
| Other offering costs | 500,000 | |||
| Proceeds from Issuance of Common Stock | $ 25,000 | 0 | ||
| Private Placement Warrants [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Underwriters' fees and discounts | $ 4,600,000 | |||
| Class of warrants and rights issued during the period | 6,400,000 | |||
| Class of warrants and rights issued, price per warrant | $ 1.5 | |||
| Proceeds from Issuance of Private Placement | $ 9,600,000 | $ 9,600,000 | ||
| Maximum [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Share price | $ 10 | |||
| Excess fair value of the founder shares | $ 9,300,000 | |||
| Minimum [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Transaction cost | 1,400,000 | |||
| Excess fair value of the founder shares | $ 600,000 | |||
| Common Class A [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Share price | $ 0.0001 | |||
| IPO [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Share price | $ 10.1 | |||
| Proceeds from issuance or sale of equity | $ 232,300,000 | |||
| Transaction cost | $ 22,400,000 | |||
| IPO [Member] | Public Warrants [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Share price | $ 11.5 | |||
| Initial public offering effective date | Oct. 04, 2021 | |||
| IPO [Member] | Common Class A [Member] | ||||
| Gross proceeds from Issuance Of Common Stock | ||||
| Stock issued during period shares | 23,000,000 | 23,000,000 | ||
| Share price | $ 10 | |||
| Proceeds from Issuance of Common Stock | $ 230,000,000 |
Related Party Transactions - Ad
| Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 10 Months Ended | |||||
| Oct. 07, 2021 | Oct. 06, 2021 | Oct. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 12, 2021 | |
| Related Party Transaction [Line Items] | |||||||||
| Period within which liquidating distributions shall be made in case business combination is not consummated | 21 months | ||||||||
| Share price | $ 18 | $ 18 | |||||||
| Payments to underwriting discounts | $ 12,700,000 | ||||||||
| Maximum [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Share price | 10 | $ 10 | |||||||
| Private Placement Warrants [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| ClassOfWarrantsAndRightsIssuedDuringThePeriod | 6,400,000 | ||||||||
| ClassOfWarrantsAndRightsIssuedPricePerWarrant | 1.5 | ||||||||
| Proceeds from Issuance of Private Placement | $ 9,600,000 | $ 9,600,000 | |||||||
| Threshold Period To Transfer Assign Or Sell Of Warrants After The Completion Of The Business Combination | 30 days | ||||||||
| Payments to underwriting discounts | 4,600,000 | ||||||||
| Other offering costs | 800,000 | ||||||||
| Proceeds from private placement warrant designated for operation use | $ 2,000,000 | ||||||||
| Common Class A [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Share price | 0.0001 | $ 0.0001 | |||||||
| IPO [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Share price | $ 10.1 | $ 10.1 | |||||||
| IPO [Member] | Common Class A [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Stock issued during period shares | 23,000,000 | 23,000,000 | |||||||
| Share price | $ 10 | ||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | ||||||||
| Sponsor [Member] | Related Party Loans [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Debt instrument, face amount | $ 1,500,000 | $ 1,500,000 | |||||||
| Debt Instrument Convertible Into Warrants Value | $ 1,500,000 | $ 1,500,000 | |||||||
| Debt instrument conversion price per share | $ 1.5 | $ 1.5 | |||||||
| Outstanding loan amount | $ 0 | $ 0 | $ 0 | ||||||
| Sponsor [Member] | Related Party Loans [Member] | Share Price Triggering Redemption of Warrants [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Share price | $ 10 | $ 10 | |||||||
| Affiliate of the Sponsor [Member] | Administration Services Agreement [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Related Party Transaction, Amounts of Transaction | $ 45,000 | $ 0 | $ 0 | $ 90,000 | |||||
| Founder Shares [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Stock issued during period shares | 5,750,000 | ||||||||
| Stock issued during period, value, new issue | $ 25,000 | ||||||||
| Shares issued, price per share | $ 0.004 | ||||||||
| Investment of cash in Trust Account | $ 25,000 | ||||||||
| Shares issued, shares, share-based payment arrangement, forfeited | 750,000 | ||||||||
| Common stock, threshold percentage on conversion of shares | 20% | ||||||||
| Percentage of maximum units purchased in the Initial Public Offering | 9.90% | ||||||||
| Initial shares transferred to the investors shares | 1,450,758 | ||||||||
| Percentage of initial shares purchased by the investors | 100% | ||||||||
| Fair value of common stock | $ 9,300,000 | $ 9,300,000 | |||||||
| Excess of fair value of common stock over the purchase price | $ 5,803 | ||||||||
| Fair value of common stock per share value | $ 6.4 | $ 6.4 | |||||||
| Deemed issuance costs per share | $ 4 | $ 4 | |||||||
| Financial liabilities fair value disclosure | $ 600,000 | $ 600,000 | |||||||
| Founder Shares [Member] | Common Class B [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Shares issued, price per share | $ 0.0001 | ||||||||
| Percentage of public shares to be redeemed In case business combination is not consummated | 100% | 100% | |||||||
| Period within which public shares shall be redeemed in case business combination is not consummated | 18 months | ||||||||
| Period within which liquidating distributions shall be made in case business combination is not consummated | 18 months | ||||||||
| Lock in period of shares | 1 year | ||||||||
| Share price | $ 12 | $ 12 | |||||||
| Number of trading days for determining the share price | 20 days | ||||||||
| Number of consecutive trading days for determining the share price | 30 days | ||||||||
| Waiting period after business combination for determining the share price | 150 days | ||||||||
| Founder Shares [Member] | Common Class B [Member] | Extended Period One [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Period within which public shares shall be redeemed in case business combination is not consummated | 21 months | ||||||||
| Founder Shares [Member] | Common Class B [Member] | Extended Period Two [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Period within which public shares shall be redeemed in case business combination is not consummated | 24 months | ||||||||
| Period within which liquidating distributions shall be made in case business combination is not consummated | 24 months | ||||||||
| Founder Shares [Member] | IPO [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Stock issued during period shares | 22,980,000 | ||||||||
| Founder Shares [Member] | Sponsor [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Stock issued during period shares | 1,450,758 | ||||||||
| Shares issued, price per share | $ 0.004 | ||||||||
| Shares issued, shares, share-based payment arrangement, forfeited | 750,000 | ||||||||
| Sponsor Promissory Note [Member] | Sponsor [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Debt instrument, face amount | $ 300,000 | ||||||||
| Notes payable, related parties, current | $ 100,000 | $ 100,000 | |||||||
| Outstanding loan amount | 0 | 0 | $ 0 | ||||||
| Sponsor Promissory Note [Member] | Sponsor [Member] | Administration Services Agreement [Member] | |||||||||
| Related Party Transaction [Line Items] | |||||||||
| Administration expenses payable to related party | $ 15,000 | $ 15,000 | |||||||
Stockholders' Equity (Deficit)
| Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 6 Months Ended | ||
| Jun. 30, 2022 | May 31, 2022 | Dec. 31, 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 | |
| Percentage of ownership of the common stock issued and outstanding | 20% | ||
| Number Of Days Within Which Securities Registration Shall Be Effective | 60 days | ||
| Number Of Days After The Closing Of The Initial Business Combination Within Which The Securities Shall Be Filed | 20 days | ||
| Share Price | $ 18 | ||
| Common Stock, Shares Subscribed but Unissued | 3,482,975 | 8,759,346 | |
| Maximum | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 10 | ||
| Share Price Equals Or Exceeds Ten USD | |||
| Class of Stock [Line Items] | |||
| Class Of Warrant Or Rights Redemption Price Per Warrant | $ 0.1 | ||
| Minimum Notice Period | 30 days | ||
| Public Warrants | |||
| Class of Stock [Line Items] | |||
| Period To Exercise Warrants After Business Combination | 30 days | ||
| Number Of Months From The Closing Of The Initial Public Offering From Which Class Of Warrant Or Right Becomes Exercisable | 12 months | ||
| Class of Warrant or Right, Outstanding | 11,500,000 | 11,500,000 | |
| Class Of Warrant Or Rights Redemption Price Per Warrant | 0.01 | ||
| Minimum Notice Period | 30 days | ||
| Public Warrants | Event Triggering Adjustment To Exercise Price Of Warrants | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 9.2 | ||
| Adjusted exercise price of warrants percentage | 115% | ||
| Proceeds to be used for effectuating business combination as a percentage of the total proceeds | 60% | ||
| Volume Weighted Average Price Per Share | 9.20% | ||
| Public Warrants | Maximum | |||
| Class of Stock [Line Items] | |||
| Warrants Exercisable In Connection With Redemption Feature | 0.361 | ||
| Public Warrants | Share Price Equals Or Exceeds Eighteen USD | Event Triggering Adjustment To Exercise Price Of Warrants | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 18 | ||
| Adjusted share price percentage | 180% | ||
| Public Warrants | Share Price Equals Or Exceeds Ten USD | Event Triggering Adjustment To Exercise Price Of Warrants | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 10 | ||
| Adjusted share price percentage | 100% | ||
| Public Warrants | Share Price Equals Or Exceeds Ten USD | Maximum | |||
| Class of Stock [Line Items] | |||
| Share Price | 18 | ||
| Public Warrants | Share Price Equals Or Exceeds Ten USD | Minimum | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 10 | ||
| Private Placement Warrants | |||
| Class of Stock [Line Items] | |||
| Class of Warrant or Right, Outstanding | 6,400,000 | 6,400,000 | |
| Common Class A | |||
| 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 | 23,000,000 | 23,000,000 | |
| Common stock shares outstanding | 23,000,000 | 23,000,000 | |
| Share Price | $ 0.0001 | ||
| Number Of Trading Days Determining Share Price | 20 days | ||
| Number Of Consecutive Trading Days Determining Share Price | 30 days | ||
| Trading Days for Determining for Volume Weighted Average Price Of Common Stock | 10 days | ||
| Number of units | 1 | ||
| Common Class A | Share Price Equals Or Exceeds Eighteen USD | |||
| Class of Stock [Line Items] | |||
| Share Price | $ 18 | ||
| Common Class B | |||
| Class of Stock [Line Items] | |||
| Common stock shares authorized | 20,000,000 | 20,000,000 | |
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
| Common stock shares issued | 5,750,000 | 5,750,000 | |
| Common stock shares outstanding | 5,750,000 | 5,750,000 | |
| Common Stock, Voting Rights | one | ||
| Common Stock, Conversion Basis | one-for-one |
Fair Value Measurement - Schedu
| Fair Value Measurement - Schedule of Information About Assets and Derivative Liabilities Measured At Fair Value On A Recurring Basis (Detail) - Fair Value Measurement Recurring - USD ($) | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2022 | Dec. 31, 2021 | |
| Level 1 | ||
| Assets, Fair Value Disclosure [Abstract] | ||
| Cash and marketable securities held in Trust Account | $ 232,527,061 | $ 232,284,770 |
| Level 1 | Public Warrants | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Derivative Liability | 1,951,550 | 5,744,250 |
| Level 3 | Private Placement Warrants | ||
| Liabilities, Fair Value Disclosure [Abstract] | ||
| Derivative Liability | $ 1,086,079 | $ 3,214,923 |
Fair Value Measurement - Sche_2
| Fair Value Measurement - Schedule of Key Inputs Into the BSM for Determining the Fair Value of the Private Placement Warrants at Initial Measurement (Detail) - Private Placement Warrants | Jun. 30, 2022 yr | Dec. 31, 2021 yr |
| Measurement Input, Risk free interest rate | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 3.01 | 1.26 |
| Measurement Input, Expected Term | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 4.5 | 5 |
| Measurement Input, Expected Volatility | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 2.1 | 10 |
| Measurement Input, Exercise Price | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivative Liability, Measurement Input | 11.5 | 11.5 |
Fair Value Measurement - Sche_3
| Fair Value Measurement - Schedule of Changes in The Fair Value Of Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
| Dec. 31, 2021 | Jun. 30, 2022 | |
| Private Placement Warrants | ||
| Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
| Initial Measurement | $ 8,640,000 | |
| Change in Fair Value | (5,425,077) | $ (2,128,844) |
| Fair value | 3,214,923 | 1,086,079 |
| Public Warrants | ||
| Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
| Initial Measurement | 14,720,000 | |
| Change in Fair Value | (8,975,750) | (3,792,700) |
| Fair value | 5,744,250 | 1,951,550 |
| Warrant Liabilities | ||
| Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
| Initial Measurement | 23,360,000 | |
| Change in Fair Value | (14,400,827) | (5,921,544) |
| Fair value | $ 8,959,173 | $ 3,037,629 |
Fair Value Measurement - Additi
| Fair Value Measurement - Additional information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 10 Months Ended |
| Jun. 30, 2022 | Dec. 31, 2021 | |
| FairValueDisclosures [Line Items] | ||
| Share Price | $ 18 | |
| Public Warrants | ||
| FairValueDisclosures [Line Items] | ||
| Class Of Warrants Or Rights Fair Value Per Warrant | $ 0.17 | $ 0.5 |
| Aggregate Fair Value Of Warrants | $ 1.1 | $ 3.2 |
| Private Placement Warrants | ||
| FairValueDisclosures [Line Items] | ||
| Class Of Warrants Or Rights Fair Value Per Warrant | $ 0.17 | $ 0.5 |
| Aggregate Fair Value Of Warrants | $ 2 | $ 5.7 |
Commitments - Additional Inform
| Commitments - Additional Information (Detail) $ in Millions | 6 Months Ended |
| Jun. 30, 2022 USD ($) Number | |
| Loss Contingencies [Line Items] | |
| Payments for underwriting expenses | $ 12.7 |
| Registration Rights Agreement [Member] | |
| Loss Contingencies [Line Items] | |
| Number of demands that can be made | Number | 3 |
| Underwriting Agreement [Member] | |
| Loss Contingencies [Line Items] | |
| Percentage of gross proceeds of the initial public offering paid as underwriting discount | 2% |
| Payments for underwriting expenses | $ 4.6 |
| Percentage of gross proceeds of the initial public offering held in the trust account entitled as deferred underwriting discount | 3.50% |
| Deferred underwriting discount payable | $ 8.1 |