McLaren Technology Acquisition (MLAIW) 10-K 15 Apr 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 31, 2022
Document Information Line Items
Entity Registrant Name	MCLAREN TECHNOLOGY ACQUISITION CORP.
Trading Symbol	MLAI
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 199,640,000
Amendment Flag	false
Entity Central Index Key	0001851625
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41004
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2419708
Entity Address, Address Line One	2600 Michelson Drive,
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Irvine,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92612
City Area Code	(949)
Local Phone Number	989-4638
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Boston, MA
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		20,125,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,031,250

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Assets:
Cash	$ 1,017,354
Prepaid expenses and other current assets	215,517
Total current assets	1,232,871
Prepaid expenses-non current	142,228
Cash and securities held in Trust Account	205,287,195
Total assets	206,662,294
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Accrued expenses	205,076
Due to related party	10,000
Total current liabilities	215,076
Deferred underwriting fee	7,043,750
Total liabilities	7,258,826
Commitments and Contingencies (Note 7)
Common stock subject to possible redemption, 20,125,000 shares at redemption value of $10.20	205,275,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding, excluding 20,125,000 shares subject to possible redemption
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,031,250 shares issued and outstanding	503
Additional paid-in capital
Accumulated deficit	(5,872,035)
Total stockholders’ deficit	(5,871,532)
Total Liabilities, Common Stock Subject to Redemption and Stockholders’ Deficit	$ 206,662,294

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
shares at redemption value of $10.20 (in Dollars per share) | $ / shares	$ 10.2
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	20,125,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,031,250
Common stock, shares outstanding	5,031,250

Statement of Operations

Statement of Operations	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation costs	$ 345,322
Loss from operations	(345,322)
Other income
Interest earned on investments held in Trust Account	12,195
Total other income	12,195
Net loss	$ (333,127)
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | shares	3,849,413
Basic and diluted net loss per share, common stock subject to possible redemption (in Dollars per share) | $ / shares	$ (0.03)
Weighted average shares outstanding, Class B common stock (in Shares) | shares	6,550,755
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ / shares	$ (0.03)

Statement of Changes in Stockho

Statement of Changes in Stockholders’ Deficit - 10 months ended Dec. 31, 2021 - USD ($)	Class BCommon stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 23, 2021
Balance (in Shares) at Feb. 23, 2021
Class B common stock issued to Sponsor	$ 503	24,497		25,000
Class B common stock issued to Sponsor (in Shares)	5,031,250
Proceeds allocated to Public Warrants, net of offering costs		4,363,068		4,363,068
Proceeds allocated to Private Placement Warrants, net of offering costs		9,027,300		9,027,300
Repurchase of Class B common stock from Sponsor	$ (30)	30
Repurchase of Class B common stock from Sponsor (in Shares)	(300,000)
Sale of Class B common stock to representative	$ 30	999,970		1,000,000
Sale of Class B common stock to representative (in Shares)	300,000
Excess of fair value over cash paid for representative shares		1,847,600		1,847,600
Re-measurement of Class A common stock subject to possible redemption to redemption amount		(16,262,465)	(5,538,908)	(21,801,373)
Net loss			(333,127)	(333,127)
Balance at Dec. 31, 2021	$ 503		$ (5,872,035)	$ (5,871,532)
Balance (in Shares) at Dec. 31, 2021	5,031,250

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (333,127)
Interest earned on cash and securities held in Trust Account	(12,195)
Prepaid expenses and other assets	(357,745)
Accrued expenses	205,076
Due to related party	10,000
Net cash used in operating activities	(487,991)
Cash flows from investing activities:
Principal deposited in Trust Account	(205,275,000)
Net cash used in investing activities	(205,275,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of costs	197,225,000
Proceeds from private placement	9,050,000
Proceeds from sale of Class B common stock to Sponsor	25,000
Proceeds from sale of Class B common stock to representative	1,000,000
Offering costs paid	(271,110)
Repayment of promissory note - related party	(248,545)
Net cash provided by financing activities	206,780,345
Net change in cash	1,017,354
Cash, beginning of the period
Cash, end of the period	1,017,354
Supplemental disclosure of non-cash financing activities:
Deferred underwriting fee	7,043,750
Excess of fair value over cash paid for representative shares	1,847,600
Remeasurement of Class A common stock subject to possible redemption	21,801,373
Offering costs paid by Sponsor in exchange for promissory note - related party	$ 248,545

Organization and Business Opera

Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations McLaren Technology Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 24, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 24, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its cash and investments held in the trust account derived from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated the IPO of 20,125,000 units (the “Units” and, with respect to the Class A common stock of the Company, par value $0.0001 per share, included in the Units being offered, the “public shares”) at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 2,625,000 Units, generating gross proceeds to the Company of $201,250,000, which is discussed in Note 3. Commencing December 23, 2021, holders of the 20,125,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A common stock and warrants included in the units. Class A common stock and warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “MLAI” and “MLAIW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “MLAIU.” Simultaneously with the consummation of the IPO, the Company consummated the private placement of 9,050,000 Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $9,050,000, which is described in Note 4. Additionally, simultaneously with the closing of the IPO, pursuant to a Subscription Agreement, dated November 2, 2021, by and between the Company and Mizuho Securities USA LLC, the representative of the underwriters (the “representative”), the Company completed the private sale of an aggregate of 300,000 shares of Class B common stock of the Company, par value $0.0001 per share (the “Representative Shares”) at a purchase price of approximately $3.33 per Representative Share, generating gross proceeds to the Company of $1,000,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Representative Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) (see Note 5). Transaction costs amounted to $13,436,005 consisting of $4,025,000 of underwriting commissions, $7,043,750 of deferred underwriting fees, $1,847,600, which represents the fair value of the Representative Shares in excess of cash paid, and $519,655 of other offering costs, a nd was all charged to stockholders’ deficit The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on November 5, 2021, $205,275,000 ($10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Warrants was deposited into a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for its dissolution expenses, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the Company’s completion of an initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO (or up to 24 months from the closing of the initial public offering if we extend the time to complete a Business Combination pursuant to the terms of the Company’s amended and restated certificate of incorporation, the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the public shares if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, which would have priority than the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. The stockholders will be entitled to redeem all or a portion of the public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the company to pay its taxes, divided by the number of the outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.20 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Company will have only the Combination Period to complete the initial Business Combination. However, if the Company has not completed the initial Business Combination within the Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any Founder Shares (defined below) and public shares held by them in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre- initial Business Combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if the Company fail to complete its initial Business Combination within the Combination Period (4) vote any shares of Class B common stock held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (1) $10.20 per public share or (2) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources The Company’s liquidity needs up to November 5, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). The Company liquidity needs since its IPO and through December 31, 2021 have been satisfied through proceeds from the Private Placement. At December 31, 2021, the Company had $1,017,354 in its operating bank account and working capital of $1,017,795 which mainly consisted of the portion of proceeds of the sale of the Private Placement Warrants not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 5, 2023, 15 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by February 5, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 approval of any golden parachute payments not previously approved. Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held U.S. Treasury Bills with a maturity of less than three months in the amount of $205,274,080 which it considers as cash equivalents as of December 31, 2021. Cash and Securities Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of $13,115 cash and $205,274,080 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on January 4, 2022. The Company earned interest of $12,195 and as of December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying cost to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding gains, and fair value of held to maturity securities at December 31, 2021 are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 205,274,080 $ 920 $ — $ 205,275,000 Cash 13,115 — — 13,115 $ 205,287,195 $ 920 $ — $ 205,288,115 Common Stock Subject to Possible Redemption All of the 20,125,000 public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s financial statements The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds from IPO $ 210,250,000 Proceeds allocated to Public Warrants (4,628,750 ) Class A common stock issuance costs (13,147,623 ) Accretion of carrying value to redemption value 21,801,373 Class A common stock subject to possible redemption $ 205,275,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO Offering costs amounted to $ and were charged to stockholders’ deficit upon the completion of the IPO. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits or uncertain tax positions as of December 31, 2021, and, as such, no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period presented. For the period from February 24, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (123,300 ) $ (209,827 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,849,413 6,550,755 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options” (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 5, 2021, the Company sold 20,125,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 2,625,000 Units, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of Class A common stock, an aggregate of 20,125,000 shares, and one-half of one redeemable public warrant, an aggregate of 10,062,500 public warrants. Each whole public warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 9,050,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement, for an aggregate purchase price of $9,050,000. Each whole private placement warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share, subject to adjustment. The Private Placement Warrants may not be transferred, assigned or sold until 30 days after the consummation of an initial Business Combination, and will not be redeemable by the Company. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the Units in the IPO.

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On March 9, 2021, the Sponsor purchased 8,625,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”), for an aggregate purchase price of $25,000, or approximately $0.003 per share. On June 23, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled. On October 1, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 718,750 Founder Shares, which the Company cancelled, resulting in an aggregate of 5,031,250 Founder Shares outstanding and held by the Sponsor, or approximately $0.005 per share. Up to 656,250 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture. On November 5, 2021, the Sponsor forfeited and returned, and the Company then cancelled, 300,000 Founder Shares at no cost, and the representative purchased 300,000 shares of Class B common stock, for an aggregate purchase price of $1,000,000, in connection with the closing of the IPO. Additionally, on November 5, the Sponsor transferred 50,000 Founder Shares to the representative as additional compensation for underwriting the IPO (see Note 7). The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On March 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and was due at the earlier of December 31, 2021 or the closing of the IPO. As of December 31, 2021, the Company had fully repaid the outstanding balance of $248,545. Working Capital Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Fee Commencing on the date that our securities were first listed on the Nasdaq Global Market, the Company agreed to pay an affiliate of the Sponsor, $10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. The Company incurred $20,000 in administrative support service expense for the period from February 24, 2021 (inception) to December 31, 2021. At December 31, 2021, a total of $10,000 has been accrued for amounts owed by the Company under the administrative support agreement.

Income Tax

Income Tax	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 6 — Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Start-up costs $ 51,335 Federal net operating loss 18,622 Total deferred tax asset 69,957 Valuation allowance (69,957 ) Deferred tax asset, net of allowance $ - The income tax provision consists of the following: For the Federal Current $ - Deferred (69,957 ) State Current - Deferred - Change in valuation allowance 69,957 Income tax provision $ - The Company’s net operating loss carryforward is $88,677 at of December 31, 2021. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 24, 2021 (inception) to December 31, 2021, the increase in the valuation allowance was $69,957. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit - Permanent book/tax differences - Change in valuation allowance (21.00 )% Income tax provision - The Company files income tax returns in the U.S. federal jurisdiction and in California and is subject to examination by the various taxing authorities, since inception.

Commitments and Contingencies

Commitments and Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO (and the shares of Class A common stock underlying such Private Placement Warrants) and (iii) warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement which was signed on November 5, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On November 5, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,025,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $7,043,750, upon the completion of the Company’s initial Business Combination. Representative’s Common Stock On November 5, 2021, the Sponsor forfeited and returned, and the Company then cancelled 300,000 Founder Shares at no cost, and the representative purchased 300,000 Class B shares, for an aggregate purchase price of $1,000,000. The Company estimated the fair value of these 300,000 Class B shares to be $2,440,800 and has recorded the $1,440,800 excess of fair value of the shares above the cash paid as an offering cost, which was recorded as a charge to stockholders’ deficit. Additionally, on November 5, 2021, the Sponsor transferred 50,000 Founder Shares to the representative for no cost. The Company estimated the fair value of these shares to be $406,800 which was recorded as an offering cost and charged to stockholders’ deficit. The representative will be subject to the same restrictions and other agreements of the Sponsor with respect to the Founder Shares. The Founder Shares transferred to the representative will be subject to the same concessions as those applied to the Founder Shares held by the Sponsor in accordance with the terms of a Business Combination. The following table presents information about the Company’s fair value measurement of the Class B shares on November 5, 2021 using the Monte Carlo Model: Inputs Stock price $ 10.00 Volatility 16.3 % Expected term of the warrants 2.2 years Risk-free rate 0.45 % Dividend yield 0.0 %

Stockholders_ Deficit

Stockholders’ Deficit	10 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 8 — Stockholders’ Deficit Preferred Stock Class A Common stock Class B Common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporate Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding warrants (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; ● upon a minimum of 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants may not be transferred, assigned or sold, except to permitted transferees, until 30 days after the consummation of an initial Business Combination, and will not be redeemable by the Company. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO.

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 approval of any golden parachute payments not previously approved. Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held U.S. Treasury Bills with a maturity of less than three months in the amount of $205,274,080 which it considers as cash equivalents as of December 31, 2021.
Cash and Securities Held in Trust Account	Cash and Securities Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of $13,115 cash and $205,274,080 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on January 4, 2022. The Company earned interest of $12,195 and as of December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying cost to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding gains, and fair value of held to maturity securities at December 31, 2021 are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 205,274,080 $ 920 $ — $ 205,275,000 Cash 13,115 — — 13,115 $ 205,287,195 $ 920 $ — $ 205,288,115
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 20,125,000 public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2021, all shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s financial statements The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds from IPO $ 210,250,000 Proceeds allocated to Public Warrants (4,628,750 ) Class A common stock issuance costs (13,147,623 ) Accretion of carrying value to redemption value 21,801,373 Class A common stock subject to possible redemption $ 205,275,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO Offering costs amounted to $ and were charged to stockholders’ deficit upon the completion of the IPO.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits or uncertain tax positions as of December 31, 2021, and, as such, no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Net Loss Per Common Share	Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period presented. For the period from February 24, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (123,300 ) $ (209,827 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,849,413 6,550,755 Basic and diluted net loss per share $ (0.03 ) $ (0.03 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options” (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of carrying value	Carrying Gross Gross Fair Value U.S. Treasury Securities $ 205,274,080 $ 920 $ — $ 205,275,000 Cash 13,115 — — 13,115 $ 205,287,195 $ 920 $ — $ 205,288,115
Schedule of common stock subject to possible redemption	Gross Proceeds from IPO $ 210,250,000 Proceeds allocated to Public Warrants (4,628,750 ) Class A common stock issuance costs (13,147,623 ) Accretion of carrying value to redemption value 21,801,373 Class A common stock subject to possible redemption $ 205,275,000
Schedule of basic and diluted net loss per common share	For the period from February 24, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (123,300 ) $ (209,827 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,849,413 6,550,755 Basic and diluted net loss per share $ (0.03 ) $ (0.03 )

Income Tax (Tables)

Income Tax (Tables)	10 Months Ended
	Dec. 31, 2021
Schedule of Reconciliation of Federal Income Tax Rate [Abstract]
Schedule of net deferred tax assets	December 31, Deferred tax asset Organizational costs/Start-up costs $ 51,335 Federal net operating loss 18,622 Total deferred tax asset 69,957 Valuation allowance (69,957 ) Deferred tax asset, net of allowance $ -
Schedule of income tax provision	For the Federal Current $ - Deferred (69,957 ) State Current - Deferred - Change in valuation allowance 69,957 Income tax provision $ -
Schedule of reconciliation of federal income tax rate	Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit - Permanent book/tax differences - Change in valuation allowance (21.00 )% Income tax provision -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	10 Months Ended
	Dec. 31, 2021
Schedule of Company’s Fair Value Measurement [Abstract]
Schedule of company’s fair value measurement	Inputs Stock price $ 10.00 Volatility 16.3 % Expected term of the warrants 2.2 years Risk-free rate 0.45 % Dividend yield 0.0 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Nov. 05, 2021	Nov. 02, 2021	Dec. 23, 2021	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Public offering units (in Shares)	20,125,000
Price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 201,250,000
Purchase price per share (in Dollars per share)		$ 3.33
Transaction cost				$ 13,436,005
Underwriting commissions				4,025,000
Deferred underwriting fees				7,043,750
Cash paid				1,847,600
Other offering costs				$ 519,655
Aggregate fair market value percentage				80.00%
Dissolution expenses	$ 100,000
Public shares percentage	100.00%
Public share per value (in Dollars per share)				$ 10.2
Dissolution expenses				$ 100,000
Trust account per share (in Dollars per share)				$ 10.2
Payment from the sponsor	$ 25,000
Unsecured promissory note	$ 300,000
Operating bank account				$ 1,017,354
Working capital				$ 1,017,795
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Public share per value (in Dollars per share)				$ 10.2
Trust Account [Member]
Organization and Business Operations (Details) [Line Items]
Public offering units (in Shares)	205,275,000
Proceeds price per share (in Dollars per share)	$ 10.2
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Outstanding voting securities percentage				50.00%
Public shares percentage				100.00%
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Public offering units (in Shares)	2,625,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Public offering units (in Shares)	9,050,000
Price per unit (in Dollars per share)	$ 1
Generating gross proceeds	$ 9,050,000
Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 1,000,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Price par value (in Dollars per share)	$ 0.0001
Class B Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Public offering units (in Shares)		300,000
Price par value (in Dollars per share)		$ 0.0001
Nasdaq Stock Market LLC [Member]
Organization and Business Operations (Details) [Line Items]
Partners' Capital Account, Units, Sold in Public Offering (in Shares)			20,125,000

Significant Accounting Polici_3

Significant Accounting Policies (Details)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 205,274,080
Public shares (in Shares) | shares	20,125,000
Federal depository insurance coverage	$ 250,000
US Treasury Securities [Member]
Significant Accounting Policies (Details) [Line Items]
U.S. treasury securities	$ 205,274,080
Maturity days	Jan. 4, 2022
Trust Account [Member]
Significant Accounting Policies (Details) [Line Items]
Trust account	$ 13,115
Interest earned	12,195
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 13,436,005

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of carrying value	10 Months Ended
	Dec. 31, 2021USD ($)
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	$ 205,287,195
Gross Unrealized Gains	920
Gross Unrealized Losses
Fair Value as of December 31, 2021	205,288,115
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	205,274,080
Gross Unrealized Gains	920
Gross Unrealized Losses
Fair Value as of December 31, 2021	205,275,000
Cash [Member]
Marketable Securities [Line Items]
Carrying Value as of December 31, 2021	13,115
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of December 31, 2021	$ 13,115

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule of common stock subject to possible redemption [Abstract]
Gross Proceeds from IPO	$ 210,250,000
Proceeds allocated to Public Warrants	(4,628,750)
Class A common stock issuance costs	(13,147,623)
Accretion of carrying value to redemption value	21,801,373
Class A common stock subject to possible redemption	$ 205,275,000

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A [Member]
Numerator:
Allocation of net loss | $	$ (123,300)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	3,849,413
Basic and diluted net loss per share | $ / shares	$ (0.03)
Class B [Member]
Numerator:
Allocation of net loss | $	$ (209,827)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	6,550,755
Basic and diluted net loss per share | $ / shares	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Nov. 05, 2021	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Offer for sale of shares	2,625,000
Price per shares (in Dollars per share)	$ 10
Common stock description		Class A common stock, an aggregate of 20,125,000 shares, and one-half of one redeemable public warrant, an aggregate of 10,062,500 public warrants. Each whole public warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Offer for sale of shares	20,125,000

Private Placement (Details)

Private Placement (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate shares purchase (in Shares) | shares	9,050,000
Share price	$ 1
Aggregate purchase price (in Dollars) | $	$ 9,050,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Exercise price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 05, 2021	Oct. 01, 2021	Mar. 09, 2021	Jun. 23, 2021	Dec. 31, 2021	Mar. 01, 2021
Related Party Transactions (Details) [Line Items]
Aggregate purchase price			$ 25,000
Per share price			$ 0.003
Founder shares are subject to forfeiture					656,250
Purchase price					$ 1,847,600
Founder Shares	50,000
Business combination, description					The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up.
Loan amount						$ 300,000
Borrowing amount					$ 248,545
Working capital loans					$ 1,500,000
Price per warrant					$ 1
Office space					$ 20,000
Administrative support agreement					10,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Per share price		$ 0.005
Aggregate of founder shares		718,750		2,875,000
Founder shares outstanding		5,031,250
Cancelled founder shares	300,000
Purchased shares	300,000
Purchase price	$ 1,000,000
Office space					$ 10,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares			8,625,000
Par value			$ 0.0001

Income Tax (Details)

Income Tax (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 88,677
Valuation allowance	$ 69,957

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2021USD ($)
Deferred tax asset
Organizational costs/Start-up costs	$ 51,335
Federal net operating loss	18,622
Total deferred tax asset	69,957
Valuation allowance	(69,957)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision	12 Months Ended
	Dec. 31, 2021USD ($)
Federal
Current
Deferred	(69,957)
State
Current
Deferred
Change in valuation allowance	69,957
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of reconciliation of federal income tax rate	10 Months Ended
	Dec. 31, 2021
Schedule of reconciliation of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit
Permanent book/tax differences
Change in valuation allowance	(21.00%)
Income tax provision

Commitments and Contingencies_2

Commitments and Contingencies (Details)	Nov. 05, 2021USD ($)shares
Commitments and Contingencies (Details) [Line Items]
Underwriting discount	2.00%
Founder shares issued (in Shares) | shares	300,000
Aggregate purchase price	$ 1,000,000
Offering cost	$ 406,800
Sponsor [Member]
Commitments and Contingencies (Details) [Line Items]
Founder shares issued (in Shares) | shares	300,000
Founder Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Founder shares issued (in Shares) | shares	50,000
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 7,043,750
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 4,025,000
Underwriting discount percentage	3.50%
Class B Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate purchase price	$ 2,440,800
Fair value (in Shares) | shares	300,000
Excess fair value	$ 1,440,800

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of company’s fair value measurement	Nov. 05, 2021$ / shares
Schedule of company’s fair value measurement [Abstract]
Stock price (in Dollars per share)	$ 10
Volatility	16.30%
Expected term of the warrants	2 years 2 months 12 days
Risk-free rate	0.45%
Dividend yield	0.00%

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Business combination, description	Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public warrants, description	Once the warrants become exercisable, the Company may redeem the outstanding warrants (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;     ● upon a minimum of 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and   ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.
IPO [Member]
Stockholders’ Deficit (Details) [Line Items]
Warrants shares issued	19,112,500
Warrants shares outstanding	19,112,500
Public Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Public warrants	10,062,500
Private Placement Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Private placement warrants	9,050,000
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Subject to possible redemption shares	20,125,000
Common stock outstanding percentage	20.00%
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock shares issued	5,031,250
Common stock shares outstanding	5,031,250