Cover Page
Cover Page - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Mar. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. | |
Entity Central Index Key | 0001854795 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41048 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6100 Southwest Boulevard, Suite 320 | |
Entity Address, City or Town | Fort Worth | |
Entity Address, State or Province | TX | |
Entity Tax Identification Number | 86-2581754 | |
Entity Address, Postal Zip Code | 76109 | |
City Area Code | 817 | |
Local Phone Number | 737-5885 | |
ICFR Auditor Attestation Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | New Haven, CT | |
Entity Public Float | $ 231,150,000 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
No Trading Symbol Flag | true | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current Assets | |
Cash | $ 1,004,278 |
Prepaid Expense and Other Assets | 409,084 |
Total Current Assets | 1,413,362 |
Investments Held in Trust Account | 232,302,620 |
Prepaid Expenses, Non-Current | 357,949 |
Total Assets | 234,073,931 |
Current liabilities | |
Accounts Payable | 20,000 |
Accrued Expenses | 60,500 |
Accrued Offering Costs | 36,352 |
Accrued Franchise Tax | 161,694 |
Due to Related Party | 12,494 |
Total Current Liabilities | 291,040 |
Warrant liabilities | 11,922,400 |
Deferred Underwriting Fee Payable | 8,050,000 |
Total Liabilities | 20,263,440 |
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at Redemption Value at $10.10 per share | 232,300,000 |
Stockholders' Deficit: | |
Preference Shares $0.0001 Par Value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding | 0 |
Accumulated Deficit | (18,490,084) |
Total Stockholders' Equity | (18,489,509) |
Total Liabilities and Stockholders' Equity | 234,073,931 |
Common Class A [Member] | |
Current liabilities | |
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at Redemption Value at $10.10 per share | 232,300,000 |
Stockholders' Deficit: | |
Common stock | 0 |
Common Class B [Member] | |
Stockholders' Deficit: | |
Common stock | $ 575 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred shares par or stated value per share | $ / shares | $ 0.0001 |
Preferred shares authorised | 1,000,000 |
Preferred shares issued | 0 |
Preferred shares outstanding | 0 |
Common Class A [Member] | |
Common shares par or stated value per share | $ / shares | $ 0.0001 |
Common shares authorised | 100,000,000 |
Common shares issued | 0 |
Common shares outstanding | 0 |
Temporary Equity, Shares Outstanding | 23,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 10.10 |
Common Class B [Member] | |
Common shares par or stated value per share | $ / shares | $ 0.0001 |
Common shares authorised | 10,000,000 |
Common shares issued | 5,750,000 |
Common shares outstanding | 5,750,000 |
Statement of Operations
Statement of Operations | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
EXPENSES | |
Formation and Operating Expenses | $ 434,274 |
Loss from Operations | (434,274) |
Other Income (Expense) | |
Reinvested interest earned on funds held in Trust | 2,620 |
Offering costs allocable to warrant liabilities | (1,061,386) |
Change in fair value of warrant liabilities | (30,400) |
Total other income (expense) | (1,089,166) |
Loss before provision for income taxes | (1,523,440) |
Net Loss | (1,523,440) |
Common Class A [Member] | |
Other Income (Expense) | |
Net Loss | $ (609,376) |
Weighted Average Shares Outstanding, Basic and Diluted | shares | 3,833,333 |
Basic and Diluted Net Loss Per Share | $ / shares | $ (0.16) |
Common Class B [Member] | |
Other Income (Expense) | |
Net Loss | $ (914,064) |
Weighted Average Shares Outstanding, Basic and Diluted | shares | 5,750,000 |
Basic and Diluted Net Loss Per Share | $ / shares | $ (0.16) |
Class A Redeemable Common Stock [Member] | |
Other Income (Expense) | |
Weighted Average Shares Outstanding, Basic and Diluted | shares | 3,833,333 |
Class B Non Redeemable Common Stock [Member] | |
Other Income (Expense) | |
Weighted Average Shares Outstanding, Basic and Diluted | shares | 5,750,000 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 10 months ended Dec. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Stock [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit |
Beginning Balance at Mar. 11, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance (in shares) at Mar. 11, 2021 | 0 | 0 | |||||
Issuance of Class B Ordinary Shares to Sponsor | 25,000 | $ 575 | 24,425 | ||||
Issuance of Class B Ordinary Shares to Sponsor (in shares) | 5,750,000 | ||||||
Excess of fair value of Founder Shares Attributable to the Anchor Investors | 11,675,823 | 11,675,823 | 0 | ||||
Private Placement Proceeds Deposited in Trust Account | (2,300,000) | (2,300,000) | 0 | ||||
Cash proceeds received in excess of fair value of Private Placement Warrants | 3,948,000 | 3,948,000 | 0 | ||||
Accretion on Class A Common Stock subject to possible redemption | (30,314,892) | $ (30,314,892) | (13,348,248) | (16,966,644) | |||
Net Loss | (1,523,440) | (1,523,440) | |||||
Ending Balance at Dec. 31, 2021 | $ (18,489,509) | $ 0 | $ 575 | $ 0 | $ (18,490,084) | ||
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net Loss | $ (1,523,440) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Offering Costs allocable to warrant liabilities | 1,061,386 |
Reinvested interest on funds held in Trust Account | (2,620) |
Change in fair value of warrant liabilities | 30,400 |
Changes in Operating Assets and Liabilities: | |
Prepaid Expenses | (767,033) |
Accounts Payable | 20,000 |
Accrued Expenses | 60,500 |
Accrued Offering Costs | 36,352 |
Accrued Franchise Tax | 161,694 |
Due to Related Party | 12,494 |
Net Cash Used In Operating Activities | (910,267) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (232,300,000) |
Net Cash Used In Financing Activities | (232,300,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Private Placement Warrants | 9,400,000 |
Payment to Underwriters | (4,600,000) |
Payment of Offering Costs | (610,455) |
Net Cash Provided by Financing Activities | 234,214,545 |
Net Increase in Cash | 1,004,278 |
Cash - Beginning of Period | 0 |
Cash - End of Period | 1,004,278 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | |
Initial Fair Value of Warrant Liabilities | 11,892,000 |
Excess of Fair Value of Founder Shares Attributable to Anchor Investors | 11,675,823 |
Deferred Underwriting fee payable | 8,050,000 |
Common Class A [Member] | |
Cash Flows from Operating Activities: | |
Net Loss | (609,376) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Common Stock | 230,000,000 |
Common Class B [Member] | |
Cash Flows from Operating Activities: | |
Net Loss | (914,064) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Common Stock | $ 25,000 |
Description of Organization, Bu
Description of Organization, Business Operations, and Liquidity | 10 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, and Liquidity | NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY Integrated Rail and Resources Acquisition Corp. (the “ Company Business Combination As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“ IPO Initial Public Offering The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “ Units one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $24,936,278 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the anchor investors (as described in Note 3), and $610,455 of other offering costs. The Company will have 12 months from the closing of the IPO to consummate an initial business combination. However, if the Company anticipates it may not be able to consummate an initial business combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public, $2,300,000, in the IPO for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,600,000, if the time to consummate a business combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial 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 sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Following the closing of the IPO on November 16, 2021, management has agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share ASC In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering (the “ Amended and Restated Certificate of Incorporation SEC Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “ Initial Stockholders Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Company’s Sponsor, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the Initial Public Offering (the “ Combination Period per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders will agree to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.10 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plans Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. As indicated in the accompanying balance sheet, at December 31, 2021, the Company has approximately $1,004,000 in cash and approximately $1,122,000 in working capital. The Company will use these funds primarily to identify and evaluate target businesses and complete an initial business combination. The Company does not believe it will need to raise additional funds to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of completing an initial business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate the business prior to the initial business combination. If the Company is unable to complete an initial business combination due to insufficient available funds, it will be forced to cease operations and liquidate the trust account. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the sponsor or any affiliates of the sponsor, may, but are not obligated to, loan funds to the Company on a non-interest In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, one-year Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from loss per common share as the redemption value approximates fair value. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 9,400,000 shares of common stock in the calculation of diluted loss per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per common shares is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the period March 12, 2021 Class A Class B Basic and diluted net (loss) per common stock Numerator: Allocation of net (loss) $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares outstanding 3,833,333 5,750,000 Basic and diluted net (loss) per common stock $ (0.16 ) $ (0.16 ) 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ equity section of the Company’s balance sheet. Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption $ 232,300,000 Warrant Liabilities 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 ASC 480, Distinguished Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 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 non-cash Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering. 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement ASC 820 The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to 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. See Note 10 for additional information on assets and liabilities measured at fair value. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU 2020-06, 470-20) 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. 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 had no cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the Company had $232,302,620 in money market funds held in the Trust Account. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist s one-half Public Warrant s Twelve pro-rata The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables. |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $232,300,000 was to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
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 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “ Founder Shares On March 7, 2022, Nathan Asplund tendered the return of his interest in Founder Shares in relation to his resignation from the Board of Directors and the Sponsor transferred an interest in Founder Shares to Troy Welch, who was elected to the Board of Directors on March 4, 2022 to fill the vacancy. 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) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for working capital purposes, legal expenses, consultants, advisors, initial public offering preparation, and other general corporate uses (the “ Note non-interest The Sponsor also agreed to loan the Company up to $1,500,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “ Note non-interest Administrative Services Agreement The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, that provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket |
Commitments And Contingencies
Commitments And Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6 – COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. 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 completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrant Liabilities
Warrant Liabilities | 10 Months Ended |
Dec. 31, 2021 | |
Warrant liabilities [Abstract] | |
Warrant Liabilities | NOTE 7 – WARRANT LIABILITIES The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Warrants If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th 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 Class A common stock is 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” and, in the event the Company so elects, the Company 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or 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 Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “ Market Value The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00: • 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 to each warrant holder; and • the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty trading-day The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. None of the private placement warrants will be redeemable by the Company so long as they are held by the sponsor, the affiliates of the sponsor, or its permitted transferees. |
Income Tax
Income Tax | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 8 – INCOME TAX The income tax provision for the period from March 12, 2021 (inception) through December 31, 2021 consists of the following: December 31, Federal Current $ — Deferred (90,648 ) State and Local Current — Deferred — Change in Valuation Allowance 90,648 Income Tax Provision $ — The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax assets Organizational/Start-up $ 57,242 Net Operating Loss carryforward 33,406 Total Deferred Tax Assets 90,648 Valuation Allowance (90,648 ) Deferred tax assets, net of allowance $ — As of December 31, 2021, the Company had $159,076 of U.S. federal net operating loss carryovers, that do not expire, available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during 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 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 March 12, 2021 (inception) through December 31, 2021, the change in valuation allowance was $90,648. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Difference—Warrant Issue Costs -14.63 % Permanent Differences—Change in FV of Warrant Liability -0.42 % Valuation allowance -5.95 % Income tax provision 0.00 % The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Stockholders' Equity
Stockholders' Equity | 10 Months Ended |
Dec. 31, 2021 | |
Shareholders Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY 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. Except as described below, 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 stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preference Shares |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 – FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust $ 232,302,620 $ 232,302,620 $ — $ — Liabilities Warrant Liability - Public Warrants $ 6,555,000 $ — $ — $ 6,555,000 Warrant Liability - Private Placement Warrants 5,367,400 — — 5,367,400 Warrant Liabilities $ 11,922,400 $ — $ — $ 11,922,400 The Company utilizes an independent third-party to value the warrants with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. There were no transfers between levels of the hierarchy for the period from March 12, 2021 (inception) through December 31, 2021. The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: At May 4, At December 31, Share Price $ 10.00 $ 9.77 Exercise Price $ 11.50 $ 11.50 Years to Expiration 6.00 5.62 Volatility 13.00 % 10.00 % Risk-Free Rate 1.04 % 1.31 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.857 $ 0.571 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Public Warrant Fair Value at March 12, 2021 (inception) $ — $ — $ — Initial Measurement at November 16, 2021 5,452,000 6,440,000 11,892,000 Change in Fair Value (84,600 ) 115,000 30,400 Fair Value at December 31, 2021 $ 5,367,400 $ 6,555,000 $ 11,922,400 |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statement were issued. Commencing on January 3, 2022, holders of the units sold in the IPO may elect to separately trade the Company’s shares of Class A common stock and warrants included in the units. The shares of Class A common stock that were separated from those available for redemption will be shown separately on the Company’s balance sheet going forward. Based upon this review, the Company did not identify any additional subsequent events that would have required potential adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ equity section of the Company’s balance sheet. |
Warrant Liabilities | Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption $ 232,300,000 Warrant Liabilities 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 ASC 480, Distinguished Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 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 non-cash |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering. |
Net Loss Per Share of Common Stock | Net Loss Per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding for the period. The Company applies the two-class method in calculating net loss per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from loss per common share as the redemption value approximates fair value. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 9,400,000 shares of common stock in the calculation of diluted loss per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per common shares is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the period March 12, 2021 Class A Class B Basic and diluted net (loss) per common stock Numerator: Allocation of net (loss) $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares outstanding 3,833,333 5,750,000 Basic and diluted net (loss) per common stock $ (0.16 ) $ (0.16 ) Concentration of Credit Risk |
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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement ASC 820 The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to 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. See Note 10 for additional information on assets and liabilities measured at fair value. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU 2020-06, 470-20) 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
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 had no cash equivalents as of December 31, 2021. |
Investments Held in the Trust Account | Investments Held in Trust Account As of December 31, 2021, the Company had $232,302,620 in money market funds held in the Trust Account. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the period March 12, 2021 Class A Class B Basic and diluted net (loss) per common stock Numerator: Allocation of net (loss) $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares outstanding 3,833,333 5,750,000 Basic and diluted net (loss) per common stock $ (0.16 ) $ (0.16 ) |
Schedule Of Class A Common Stock Subject to Possible Redemption | Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption $ 232,300,000 |
Income Tax (Tables)
Income Tax (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of the Income Tax Provision | The income tax provision for the period from March 12, 2021 (inception) through December 31, 2021 consists of the following: December 31, Federal Current $ — Deferred (90,648 ) State and Local Current — Deferred — Change in Valuation Allowance 90,648 Income Tax Provision $ — |
Summary of the Company's Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax assets Organizational/Start-up $ 57,242 Net Operating Loss carryforward 33,406 Total Deferred Tax Assets 90,648 Valuation Allowance (90,648 ) Deferred tax assets, net of allowance $ — |
Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2021 Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Permanent Difference—Warrant Issue Costs -14.63 % Permanent Differences—Change in FV of Warrant Liability -0.42 % Valuation allowance -5.95 % Income tax provision 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust $ 232,302,620 $ 232,302,620 $ — $ — Liabilities Warrant Liability - Public Warrants $ 6,555,000 $ — $ — $ 6,555,000 Warrant Liability - Private Placement Warrants 5,367,400 — — 5,367,400 Warrant Liabilities $ 11,922,400 $ — $ — $ 11,922,400 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: At May 4, At December 31, Share Price $ 10.00 $ 9.77 Exercise Price $ 11.50 $ 11.50 Years to Expiration 6.00 5.62 Volatility 13.00 % 10.00 % Risk-Free Rate 1.04 % 1.31 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.857 $ 0.571 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Public Warrant Fair Value at March 12, 2021 (inception) $ — $ — $ — Initial Measurement at November 16, 2021 5,452,000 6,440,000 11,892,000 Change in Fair Value (84,600 ) 115,000 30,400 Fair Value at December 31, 2021 $ 5,367,400 $ 6,555,000 $ 11,922,400 |
Description of Organization, _2
Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Nov. 11, 2021 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation | Mar. 12, 2021 | ||
Proceeds from initial public offer gross | $ 232,300,000 | ||
Total transaction costs associated with initial public offering | 24,936,278 | ||
Deferred underwriting fees payable | 8,050,000 | ||
Excess fair value of founder shares attributable to anchor investors | 11,675,823 | ||
Other offering costs | $ 610,455 | ||
Equity method investment ownership percentage | 50.00% | ||
Term of restricted investments | 185 days | ||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | ||
Payment of cash underwriting discount | $ 4,600,000 | ||
Temporary equity redemption price per share | $ 10.10 | ||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | ||
Estimated amount of expenses payable on dissolution | $ 100,000 | ||
Per share amount to be maintained in the trust account for redemption | $ 10.10 | ||
Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | ||
Cash | $ 1,004,278 | ||
Threshold period from the closing of initial public offering to consummate an initial business combination | 12 months | ||
Extended Period to consummate a buiness combination for each time | 3 months | ||
Total period including extended from the closing of initial public offering to consummate an initial business combination | 18 months | ||
Per unit amount to be maintained in trust account | $ 0.10 | ||
Per share amount elected in the event of period extension | $ 10.30 | ||
Private placement warrant Member [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Debt Instrument, Convertible | $ 1,500,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||
Post Business Combination Net Worth Requirement to Effect Business Combination [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Networth needed post business combination | $ 5,000,001 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of stock issue price per share | $ 11.50 | ||
Proceeds from initial public offer gross | 232,300,000 | ||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 23,000,000 | ||
Sale of stock issue price per share | $ 10 | $ 10.10 | |
Proceeds from initial public offer gross | $ 230,000,000 | $ 232,300,000 | |
Excess fair value of founder shares attributable to anchor investors | 11,675,823 | ||
Class of warrants or rights issue price per warrant | $ 10.10 | ||
Term of restricted investments | 185 days | ||
Cash | 1,004,000 | ||
Working Capital | $ 1,122,000 | ||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of the public shareholding eligible for transfer without restriction | 15.00% | ||
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 3,000,000 | ||
Over-Allotment Option [Member] | Overallotment Exercised In Full Two [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Threshold amount to be maintained in trust account if underwriters overallotment exercised in full | $ 2,300,000 | ||
Over-Allotment Option [Member] | Elected Period Of Extension Two [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full | $ 4,600,000 | ||
Private Placement [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Shares issued during the period new issues shares | 9,400,000 | ||
Class of warrants or rights number of warrants issued during the period | 9,400,000 | ||
Class of warrants or rights issue price per warrant | $ 1 | ||
Proceeds from issue of warrants | $ 9,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Net Income (Loss) Attributable to Parent [Abstract] | |
Net Income (Loss) Attributable to Parent | $ (1,523,440) |
Common Class A [Member] | |
Net Income (Loss) Attributable to Parent [Abstract] | |
Net Income (Loss) Attributable to Parent | $ (609,376) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 3,833,333 |
Earnings Per Share, Basic and Diluted | $ / shares | $ (0.16) |
Common Class B [Member] | |
Net Income (Loss) Attributable to Parent [Abstract] | |
Net Income (Loss) Attributable to Parent | $ (914,064) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 5,750,000 |
Earnings Per Share, Basic and Diluted | $ / shares | $ (0.16) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($) | Nov. 11, 2021 | Dec. 31, 2021 |
Temporary Equity Disclosure [Abstract] | ||
Gross Proceeds | $ 232,300,000 | |
Accretion of carrying value to redemption value | $ 30,314,892 | |
Class A Common stock subject to possible redemption | 232,300,000 | |
Common Class A [Member] | ||
Temporary Equity Disclosure [Abstract] | ||
Gross Proceeds | 232,300,000 | |
Proceeds allocated to Public Warrants | (6,440,000) | |
Common Stock issuance costs | (23,874,892) | |
Accretion of carrying value to redemption value | 30,314,892 | |
Class A Common stock subject to possible redemption | $ 232,300,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Nov. 11, 2021 | Dec. 31, 2021 |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash insured with federal insurance corporation | $ 250,000 | |
Unrecognised tax benefits | 0 | |
Accrued interest and penalties on unrecognised tax benefits | 0 | |
Cash equivalents | 0 | |
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares | $ 11,675,823 | |
Offering Costs Allocable to Warrant Liabilities | 1,061,386 | |
Investments Held in Trust Account | $ 232,302,620 | |
Common Stock [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 9,400,000 | |
IPO [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Total transaction costs incurred in connection with initial public offering | $ 24,936,278 | |
Underwriting discount | 4,600,000 | |
Deferred underwriting discount non current | 8,050,000 | |
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares | 11,675,823 | |
OtherOfferingCosts | 610,455 | |
Offering Costs Allocable to Warrant Liabilities | $ 1,061,386 | |
Common Class A [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Common shares subject to possible redemption | 23,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Dec. 31, 2021 | Nov. 11, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Estimated fair value of the sahres | $ 7.71 | ||
Anchor Investment [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors | $ 11,675,823 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock issue price per share | $ 11.50 | ||
Founder Shares [Member] | Anchor Investment [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 1,515,160 | ||
Shares issued price per share | $ 0.004 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 23,000,000 | ||
Sale of stock issue price per share | $ 10 | $ 10.10 | |
IPO [Member] | Anchor Investment [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 20,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 16, 2021 | Nov. 11, 2021 | Dec. 31, 2021 |
Disclosure Of Private Placement [Line Items] | |||
Proceeds from issuance of private placement | $ 9,400,000 | ||
Proceeds from initial public offer gross | $ 232,300,000 | ||
Common Class A [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||
Proceeds from initial public offer gross | $ 232,300,000 | ||
Private Placement [Member] | |||
Disclosure Of Private Placement [Line Items] | |||
Shares issued during the period new issues shares | 9,400,000 | ||
Shares Issued, Price Per Share | $ 1 | ||
Proceeds from issuance of private placement | $ 9,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 07, 2022 | Apr. 05, 2021 | Mar. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Stock issued during period value new issues | $ 25,000 | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Outstanding balance of related party note | 0 | ||||
Debt Instrument, Face Amount | 1,500,000 | ||||
Administrative Support Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | $ 10,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period value new issues | 25,000 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares forfeited during the period. | 1,515,160 | ||||
Founder Shares [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period value new issues | $ 5,750,000 | ||||
Issuance of ordinary shares to Sponsor | 25,000 | ||||
Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination | 1 year | ||||
Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger | $ 12 | ||||
Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days | 20 days | ||||
Threshold period after business combination in which specified trading days within any specified trading day period commences | 150 days | ||||
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member] | Nathan Asplund [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during the period for services value | $ 25,000 | ||||
Stock Called the During Period, Shares | 25,000 | ||||
Founder Shares [Member] | Sponsor [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days | 30 days |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] $ / shares in Units, $ in Thousands | 10 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Underwriting Discount Per Unit | $ / shares | $ 0.20 |
Underwriting Discount Value | $ | $ 4,600 |
Underwriting Commission Per Unit | $ / shares | $ 0.35 |
Underwriting Commission | $ | $ 8,050 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 10 Months Ended | |
Dec. 31, 2021 | Nov. 16, 2021 | |
Number of days after the consummation of business combination for warrants to be excercised | 30 days | |
Number of trading days for determning the excercie price of warrants | 10 days | |
Number of days from which warrants become exercisable after the completion of a business combination | 30 days | |
Threshold business days after the closing of business combination make efforts to file with SEC for effective registration | 20 days | |
Class of warrants or rights warrants issued during the period units | 20,900,000 | |
Share Price Trigerring The Redemption Of Warrants One [Member] | ||
Share Price | $ 18 | |
Class of warrants or rights redemption price per unit | $ 0.01 | |
Minimum notice period to be given to holders of warrants prior to redemption | 30 days | |
Public Warrants [Member] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
Class of warrants or rights warrants issued during the period units | 11,500,000 | |
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants One [Member] | ||
Share Price | $ 18 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||
Shares issued price per share | $ 9.20 | |
Adjusted Percentage Of Exercise Price Of Warrants | 115.00% | |
Share Price | $ 18 | |
Adjusted percentage of redemption trigger price of shares | 180.00% | |
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | Minimum [Member] | ||
Percentage of proceeds from equity issuance used or to be used for business combination | 60.00% | |
Private placement warrant [Member] | ||
Class of warrants or rights warrants issued during the period units | 9,400,000 | |
Common Class A [Member] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||
Number of trading days for determining the volume weighted average share price | 20 days | |
Volume weighted average share price | 9.20% |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Line Items] | |
Change in valuation allowance | $ 90,648 |
Domestic Tax Authority [Member] | |
Income Tax Disclosure [Line Items] | |
Operating loss carryovers | $ 159,076 |
Income Tax - Summary of the Inc
Income Tax - Summary of the Income Tax Provision (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | $ 0 |
Deferred | (90,648) |
State and Local | |
Current | 0 |
Deferred | 0 |
Change in Valuation Allowance | 90,648 |
Income Tax Provision | $ 0 |
Income Tax - Summary of the Com
Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) | Dec. 31, 2021USD ($) |
Deferred tax assets | |
Organizational/Start-up Costs | $ 57,242 |
Net Operating Loss carryforward | 33,406 |
Total Deferred Tax Assets | 90,648 |
Valuation Allowance | (90,648) |
Deferred tax assets, net of allowance | $ 0 |
Income Tax - Summary of a Recon
Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 10 Months Ended |
Dec. 31, 2021 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Permanent Difference—Warrant Issue Costs | (14.63%) |
Permanent Differences—Change in FV of Warrant Liability | (0.42%) |
Valuation allowance | (5.95%) |
Income tax provision | 0.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | Mar. 12, 2021 |
Preferred shares authorised | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Class A [Member] | ||
Common shares authorised | 100,000,000 | |
Common shares par or stated value per share | $ 0.0001 | |
Common shares issued | 0 | |
Common shares outstanding | 0 | |
Percent of convertible share to outstanding shares | 20.00% | |
Common shares subject to possible redemption | 23,000,000 | |
Common Class A [Member] | Subject To Possible Redemption [Member] | ||
Common shares issued | 23,000,000 | |
Common shares outstanding | 23,000,000 | |
Common Class B [Member] | ||
Common shares authorised | 10,000,000 | |
Common shares par or stated value per share | $ 0.0001 | |
Common shares issued | 5,750,000 | 5,750,000 |
Common shares outstanding | 5,750,000 | 5,750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust | $ 232,302,620 |
Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust | 232,302,620 |
Fair Value, Recurring [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 11,922,400 |
Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 6,555,000 |
Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 5,367,400 |
Level 1 [Member] | Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust | 232,302,620 |
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 11,922,400 |
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | 6,555,000 |
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 5,367,400 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) - Warrant [Member] - Private Placement Warrants [Member] | Dec. 31, 2021yr$ / shares | May 04, 2021$ / sharesyr |
Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.77 | 10 |
Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Years to Expiration | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5.62 | 6 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10 | 13 |
Risk-Free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.31 | 1.04 |
Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value of warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.571 | 0.857 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value at March 12, 2021 | $ 0 |
Initial Measurement at November 16, 2021 | 11,892,000 |
Change in Fair Value | 30,400 |
Fair Value at December 31, 2021 | 11,922,400 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value at March 12, 2021 | 0 |
Initial Measurement at November 16, 2021 | 5,452,000 |
Change in Fair Value | (84,600) |
Fair Value at December 31, 2021 | 5,367,400 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value at March 12, 2021 | 0 |
Initial Measurement at November 16, 2021 | 6,440,000 |
Change in Fair Value | 115,000 |
Fair Value at December 31, 2021 | $ 6,555,000 |