Everest Consolidator Acquisition (EVCO) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 02, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	Everest Consolidator Acquisition Corporation
Entity Central Index Key	0001863719
Entity File Number	001-41100
Entity Tax Identification Number	86-2485792
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	4041 MacArthur Blvd
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	610-0835
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MNTN
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		17,250,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	MNTN.U
Security Exchange Name	NYSE
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share
Trading Symbol	MNTN WS
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,148,233	$ 1,454,762
Prepaid expenses	316,180	310,000
Total current assets	1,464,413	1,764,762
Marketable securities held in trust account	175,967,931	175,951,203
Prepaid expenses, non-current	201,288	277,726
Total assets	177,633,632	177,993,691
Current liabilities:
Accounts payable	134,205	132,555
Due to related party	48,289	18,289
Accrued expenses	648,111	645,023
Total current liabilities	830,605	795,867
Deferred underwriting commissions	6,037,500	6,037,500
Total liabilities	6,868,105	6,833,367
Commitments and Contingencies (Note 5)
Class A Common stock subject to possible redemption, $0.0001 par value, 17,250,000 shares at $10.20 redemption value as of March 31, 2022 and December 31, 2021	175,967,931	175,950,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	0	0
Accumulated deficit	(5,202,835)	(4,790,107)
Total Stockholders' deficit	(5,202,404)	(4,789,676)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	177,633,632	177,993,691
Common Class A [Member]
Current liabilities:
Class A Common stock subject to possible redemption, $0.0001 par value, 17,250,000 shares at $10.20 redemption value as of March 31, 2022 and December 31, 2021	175,967,931	175,950,000
Stockholders' Deficit:
Common Stock, Value, Issued	0	0
Common Class B [Member]
Stockholders' Deficit:
Common Stock, Value, Issued	$ 431	$ 431

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Outstanding	17,250,000	17,250,000
Temporary Equity, Redemption Price Per Share	$ 10.20	$ 10.20
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares, Issued	4,312,500	4,312,500
Common Stock, Shares, Outstanding	4,312,500	4,312,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		1 Months Ended	3 Months Ended
		Mar. 31, 2021	Mar. 31, 2022
Formation and operating costs		$ 10,000	$ 411,525
Loss from operations		(10,000)	(411,525)
Other income:
Investment income		0	16,728
Net loss		$ (10,000)	$ (394,797)
Common Class A [Member]
Other income:
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		0	17,250,000
Basic and diluted net loss per share, subject to possible redemption		$ 0	$ (0.02)
Class B NonRedeemable Common Stock [Member]
Other income:
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted	[1]	5,000,000	4,312,500
Basic and diluted net loss per share, subject to possible redemption		$ 0	$ (0.02)
[1]	Excludes an aggregate of up to 750,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full for the period from March 8, 2021 (Inception) to March 31, 2021 (see Notes 4).

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	1 Months Ended
	Mar. 31, 2021shares
Common Class B [Member]
Common shares subject to forfeiture	750,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)		Total	Additional Paid-in Capital	Accumulated Deficit	Common Class A [Member]Common Stock [Member]	Common Class B [Member]Common Stock [Member]
Beginning Balance at Mar. 07, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Mar. 07, 2021					0	0
Accretion of trust earnings for Class A Common stock subject to possible redemption		0
Issuance of common stock to Sponsor	[1]	25,000	24,425			$ 575
Issuance of common stock to Sponsor, Shares	[1]					5,750,000
Net loss		(10,000)		(10,000)
Ending Balance at Mar. 31, 2021		15,000	24,425	(10,000)	$ 0	$ 575
Ending Balance, Shares at Mar. 31, 2021					0	5,750,000
Beginning Balance at Dec. 31, 2021		(4,789,676)	0	(4,790,107)	$ 175,950,000	$ 431
Beginning Balance, Shares at Dec. 31, 2021					17,250,000	4,312,500
Accretion of trust earnings for Class A Common stock subject to possible redemption		(17,931)		(17,931)	$ 17,931
Net loss		(394,797)		(394,797)
Ending Balance at Mar. 31, 2022		$ (5,202,404)	$ 0	$ (5,202,835)	$ 175,967,931	$ 431
Ending Balance, Shares at Mar. 31, 2022					17,250,000	4,312,500
[1]	Includes an aggregate of up to 750,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full (see Notes 4).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	Mar. 31, 2021shares
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, shares, subject to forfeiture	750,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (10,000)	$ (394,797)
Adjustments to reconcile net loss to net cash used in operating activities
Investment income held in Trust account	0	(16,728)
Changes in operating assets and liabilities
Accrued offering and formation costs	10,000	0
Prepaid expenses	0	70,258
Due to related party	0	30,000
Accounts payable	0	20,823
Accrued professional fees	0	44,288
Net cash used in operating activities	0	(246,156)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Payment of offering costs	0	(60,373)
Net cash provided by (used in) financing activities	25,000	(60,373)
Net change in cash	25,000	(306,529)
Cash - beginning of the period	0	1,454,762
Cash - end of the period	25,000	1,148,233
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued expenses	207,318	0
Offering costs included in accrued expenses	0	349,285
Offering costs included in accounts payable	0	105,830
Accretion of Class A shares to redemption value	$ 0	$ 17,931

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Everest Consolidator Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Our only activities from March 8, 2021 (inception) through March 31, 2022 were organizational activities, those necessary to prepare for our IPO, and the search for a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income On November 29, 2021, the Company consummated the Initial Public Offering of 17,250,000 2,250,000 10.00 172,500,000 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 6,333,333 1.50 9,500,000 Transaction costs amounted to $ 10,431,114 6,037,500 3,450,000 943,614 As of the IPO date, a total of $ 175,950,000 6,037,500 The Company’s memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A common stock shares, $ 0.0001 100 18 100 18 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of 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 but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of 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 but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in 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 otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of 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 but less taxes payable. As a result, such Class A common stock shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 a per-share price, 100,000 18 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Class A common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Capital Resources As of March 31, 2022, the Company had a cash balance of $ 1,148,233 633,808 undertaking in-depth due Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies During the three-month period ended March 31, 2022, there were no changes to the significant accounting policies in relation to what was described in the Company’s 2021 Form 10-K. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of March 31, 2022 and its results of operations for the three-month periods ended March 31, 2022 and for the period from March 8, 2021 (inception) through March 31, 2021, and changes in shareholders’ equity (deficit) and cash flows for the periods presented. The results disclosed in the statement of operations for the three-months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 filed with the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory 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 growth Marketable securities held in the Trust Account As of March 31, 2022 and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the condensed Balance Sheet at fair value at the end of each reporting period. Earnings on these securities is included in investment income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is 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 occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date. The Class A common stock subject to possible redemption reflected on the balance sheet as March 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Accretion of trust earnings 17,931 Class A common stock subject to possible redemption $ 175,967,931 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table. Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Class A common stock subject to possible redemption $ 175,950,000 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in trust account. Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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 stock, 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. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO. Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three months ended March 31, 2022 and for the period from March 8, 2021 (inception) through March 31, 2021, were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s condensed Statement of Operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class As of March 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per ordinary share is as follows: For the three months ended Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common $ (315,838 ) Denominator: Weighted Average Share Outstanding, Basic and diluted weighted average shares outstanding, 17,250,000 Basic and diluted net loss per share, Redeemable Class A $ (0.02 ) Non-Redeemable Class B Numerator: Net loss allocable to non-redeemable Class B $ (78,959 ) Net loss allocable to non-redeemable Class B Denominator: Weighted Average Non-Redeemable Class B 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.02 ) For the period from March 8, 2021 - Non-redeemable Class B Common Stock Numerator: Net loss allocable to Non-redeemable Class B Common Stock $ (10,000 ) Denominator: Weighted Average Share Outstanding, Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 5,000,000 Basic and diluted net loss per share, Non-redeemable Class B Common $ (0.00 ) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	Note 4—Related Party Transactions Founder Shares In March 2021, the sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares (up to an aggregate of 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised). Prior to the initial investment in the Company of $25,000 by our sponsor, we had no assets, tangible, or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On September 24, 2021, the Company repurchased 1,437,500 shares of class B common stock from the Sponsor for $6,250. As of March 31, 2022, there were 4,312,500 shares of Class B common stock were issued and outstanding. As of March 31, 2021, there were 5,750,000 shares of Class B common stock were issued and outstanding, of which 750,000 shares were subject to forfeiture by the Sponsor. The underwriters exercised their overallotment option in full simultaneously in connection with the IPO. As a result, the 562,500 shares are no longer subjected to forfeiture. Class B founder shares The founder shares are designated as Class B common stock and will automatically convert into shares of our Class A common stock (which such shares of Class A common stock delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination 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 basis, Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor and Directors, generating gross proceeds to the Company of $9,500,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed within 18 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, to not transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Through March 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company has entered into an Administrative Services Agreement pursuant to which, starting at the IPO date, the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three-month period ended March 31, 2022 and the period from March 8, 2021 (Inception) to March 31, 2021, the Company expensed $30,000 and $0 for the services provided through the Administrative Services Agreement, respectively. As of March 31, 2022 and December 31, 2021, the Company had $48,289 and $18,289 payable under the Administrative Service agreement, respectively which is included in the above condensed balance sheets as a Due to Related Party balance. Related Party Loans On May 24, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. 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 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $6,037,500 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2022
Warrants [Abstract]
Warrants	Note 6—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the Public Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A common stock until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its 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 The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption In no event will the Company be required to net cash settle any Public Warrant upon the exercise thereof. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity Note Disclosure	Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock outstanding. Holders of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 8 —Subsequent Events The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of March 31, 2022 and its results of operations for the three-month periods ended March 31, 2022 and for the period from March 8, 2021 (inception) through March 31, 2021, and changes in shareholders’ equity (deficit) and cash flows for the periods presented. The results disclosed in the statement of operations for the three-months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 filed with the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory 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 growth
Marketable securities held in the Trust Account	Marketable securities held in the Trust Account As of March 31, 2022 and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the condensed Balance Sheet at fair value at the end of each reporting period. Earnings on these securities is included in investment income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is 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 occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, the common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO date. The Class A common stock subject to possible redemption reflected on the balance sheet as March 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Accretion of trust earnings 17,931 Class A common stock subject to possible redemption $ 175,967,931 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table. Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Class A common stock subject to possible redemption $ 175,950,000
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in trust account.
Warrant Instruments	Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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 stock, 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. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO.
Net Loss Per Common Stock	Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three months ended March 31, 2022 and for the period from March 8, 2021 (inception) through March 31, 2021, were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s condensed Statement of Operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class As of March 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. A reconciliation of net loss per ordinary share is as follows: For the three months ended Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common $ (315,838 ) Denominator: Weighted Average Share Outstanding, Basic and diluted weighted average shares outstanding, 17,250,000 Basic and diluted net loss per share, Redeemable Class A $ (0.02 ) Non-Redeemable Class B Numerator: Net loss allocable to non-redeemable Class B $ (78,959 ) Net loss allocable to non-redeemable Class B Denominator: Weighted Average Non-Redeemable Class B 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.02 ) For the period from March 8, 2021 - Non-redeemable Class B Common Stock Numerator: Net loss allocable to Non-redeemable Class B Common Stock $ (10,000 ) Denominator: Weighted Average Share Outstanding, Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 5,000,000 Basic and diluted net loss per share, Non-redeemable Class B Common $ (0.00 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Temporary Equity	The Class A common stock subject to possible redemption reflected on the balance sheet as March 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Accretion of trust earnings 17,931 Class A common stock subject to possible redemption $ 175,967,931 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table. Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667 ) Fair value of Public Warrants at issuance (4,672,162 ) Plus: Total re-measurement 18,222,829 Class A common stock subject to possible redemption $ 175,950,000
Schedule of Earnings Per Share, Basic and Diluted	A reconciliation of net loss per ordinary share is as follows: For the three months ended Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common $ (315,838 ) Denominator: Weighted Average Share Outstanding, Basic and diluted weighted average shares outstanding, 17,250,000 Basic and diluted net loss per share, Redeemable Class A $ (0.02 ) Non-Redeemable Class B Numerator: Net loss allocable to non-redeemable Class B $ (78,959 ) Net loss allocable to non-redeemable Class B Denominator: Weighted Average Non-Redeemable Class B 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.02 ) For the period from March 8, 2021 - Non-redeemable Class B Common Stock Numerator: Net loss allocable to Non-redeemable Class B Common Stock $ (10,000 ) Denominator: Weighted Average Share Outstanding, Non-redeemable Basic and diluted weighted average shares outstanding, Non-redeemable 5,000,000 Basic and diluted net loss per share, Non-redeemable Class B Common $ (0.00 )

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)	Dec. 31, 2021	Nov. 29, 2021	Mar. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share		$ 10
Proceeds from Issuance Initial Public Offering		$ 172,500,000
Deferred underwriting commissions	$ 6,037,500		$ 6,037,500
Prospective assets of acquiree as a percentage of fair value of assets in the trust account		80.00%
Minimum net worth to consummate business combination		$ 5,000,001
Expenses payable on dissolution		$ 100,000
Minimum notice period which public shares shall be redeemed		18 months
Cash	1,454,762		1,148,233
Working capital surplus			633,808
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period units		6,333,333
Class of warrants or rights warrants issued issue price per warrant		$ 1.50
Proceeds from Issuance of Warrants		$ 9,500,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		17,250,000
Sale of stock issue price per share		$ 10
Transaction costs		$ 10,431,114
Deferred underwriting fees		6,037,500
Upfront underwriting fees		3,450,000
Other offering costs		943,614
IPO [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from Issuance or Sale of Equity		175,950,000
Deferred underwriting commissions		$ 6,037,500
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		2,250,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from Issuance Initial Public Offering	172,500,000		172,500,000
Proceeds from Issuance of Warrants	$ 4,672,162		$ 4,672,162
Common stock par or stated value per share	$ 0.0001		$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Period within which business combination shall be consummated from the consummation of initial public offer		18 months
Common Class A [Member] | Public Shares [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock par or stated value per share		$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Period within which business combination shall be consummated from the consummation of initial public offer		18 months
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		17,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2022
Term of restricted investments	180 days			180 days
Dilutive securities		$ 0		$ 0
Common Class B [Member]
Weighted average number of shares, Common stock subject to repurchase or cancellation			750,000
Common Class B [Member] | Over-Allotment Option [Member]
Weighted average number of shares, Common stock subject to repurchase or cancellation			750,000	750,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of A reconciliation of net loss per ordinary share (Detail) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Redeemable ClassA Common Stock [Abstract]
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (10,000)	$ (394,797)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock	(10,000)	(394,797)
Redeemable Common Class A [Member]
Redeemable ClassA Common Stock [Abstract]
Numerator: Net loss allocable to Redeemable Class A Common Stock		$ (315,838)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A		17,250,000
Basic and diluted net loss per share, Redeemable Class A		$ (0.02)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock		$ (315,838)
Net loss allocable to non-redeemable Class B Common Stock
Denominator: Weighted Average Non-Redeemable Class B Common Stock		17,250,000
Basic and diluted net loss per share, Non-Redeemable Class B		$ (0.02)
Non-Redeemable Class B Common Stock [Member]
Redeemable ClassA Common Stock [Abstract]
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (10,000)	$ (78,959)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A	5,000,000	4,312,500
Basic and diluted net loss per share, Redeemable Class A	$ 0	$ (0.02)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to non-redeemable Class B Common Stock	$ (10,000)	$ (78,959)
Net loss allocable to non-redeemable Class B Common Stock
Denominator: Weighted Average Non-Redeemable Class B Common Stock	5,000,000	4,312,500
Basic and diluted net loss per share, Non-Redeemable Class B	$ 0	$ (0.02)

Summary of Significant Account

Summary of Significant Accounting Policies - Summary Of Temporary Equity (Detail) - USD ($)	Dec. 31, 2021	Nov. 29, 2021	Mar. 31, 2022
Temporary Equity [Line Items]
Gross proceeds		$ 172,500,000
Class A common stock subject to possible redemption	$ 175,950,000		$ 175,967,931
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds	172,500,000		172,500,000
Class A common stock issuance costs	(10,100,667)		(10,100,667)
Fair value of Public Warrants at issuance	(4,672,162)		(4,672,162)
Total re-measurement of carrying value to redemption value	18,222,829		18,222,829
Accretion of trust earnings			17,931
Class A common stock subject to possible redemption	$ 175,950,000		$ 175,967,931

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 29, 2021	Mar. 31, 2022
Shares issued, Price per share	$ 10
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
IPO [Member]
Stock issued during the period shares	17,250,000
Shares issued, Price per share	$ 10
IPO [Member] | Public Warrants [Member]
Class of warrant or right, Warrants issued during period	$ 8,625,000
Over-Allotment Option [Member]
Stock issued during the period shares	2,250,000
Common Class A [Member] | Public Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Common Class A [Member] | IPO [Member]
Stock issued during the period shares	17,250,000
Common stock, Conversion basis	Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant”),

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)		Mar. 31, 2022	Dec. 31, 2021	Nov. 29, 2021	Sep. 24, 2021	May 24, 2021	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Feb. 28, 2021
Stock issued during period, Value, Issued for services	[1]							$ 25,000
Assets		$ 177,633,632	$ 177,993,691						$ 177,633,632	$ 0
Class of warrant or right, Exercise price of warrants or rights		$ 11.50							$ 11.50
Period from the closing of the Initial Public Offering within which the Business combination shall be completed		18 months
Working Capital Loans [Member]
Debt instrument, Convertible, Carrying amount of equity component		$ 1,500,000							$ 1,500,000
Debt instrument, Convertible, Conversion price		$ 1.50							$ 1.50
Bank Overdrafts		$ 0							$ 0
Private Placement Warrants [Member]
Proceeds from issuance of warrants				$ 9,500,000
Lock in period		30 days
Sponsor [Member]
Stock issued during period, Value, Issued for services							$ 25,000
Sponsor [Member] | Promissory Note [Member]
Debt instrument, Face amount						$ 300,000
Debt instrument, Interest rate terms						no
Debt instrument, Maturity date, Description						payable on the earlier of June 30, 2022 or the completion of the Initial Public Offering (the “Maturity Date”)
Notes payable, Related parties, Current		$ 0					$ 0	0	0
Sponsor [Member] | Founder Shares [Member]
Stock issued during period, Shares, Issued for services							5,750,000
Stock issued during period, Value, Issued for services							$ 25,000
Sponsor And Directors [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Class of warrant or right, Warrants issued during period				6,333,333
Class of warrant or right, Warrants issued during period, Price per warrant				$ 1.50
Proceeds from issuance of warrants				$ 9,500,000
An Affiliate Of The Sponsor [Member] | Services Provided Through The Administrative Services Agreement [Member]
Related party transaction, Amounts of transaction				$ 10,000
Related party transaction, General and administrative expenses from transactions with related party								$ 0	30,000
Due to affiliate, Current		$ 48,289							$ 48,289
Debt instrument, Face amount			$ 18,289
Common Class B [Member]
Common stock, Shares issued		4,312,500	4,312,500				5,750,000	5,750,000	4,312,500
Common stock, Shares outstanding		4,312,500	4,312,500				5,750,000	5,750,000	4,312,500
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, Shares outstanding							750,000	750,000
Common stock not subject to forfeiture, Shares		562,500							562,500
Common Class B [Member] | Sponsor [Member]
Stock issued during period, Shares, Issued for services							5,750,000
Stock repurchased during period, Shares					1,437,500
Stock repurchased during period, Value					$ 6,250
Common stock, Shares outstanding							750,000	750,000
Common stock, Threshold percentage on conversion of shares		20.00%							20.00%
Common Class A [Member]
Common stock, Shares issued		0	0						0
Common stock, Shares outstanding		0	0						0
Proceeds from issuance of warrants			$ 4,672,162						$ 4,672,162
Common Class A [Member] | Private Placement Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right				1
Class of warrant or right, Exercise price of warrants or rights				$ 11.50
[1]	Includes an aggregate of up to 750,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full (see Notes 4).

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - UnderwritingAgreement [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Percentage of the per unit offering price paid as underwriting discount	2.00%
Percentage of the gross offering proceeds payable as deferred underwriting discount	3.50%
Deferred underwriting discount payable	$ 6,037,500

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022$ / shares	Nov. 29, 2021$ / shares
Number of days after business combination within which registration statement shall be effective	60 days
Number of days after consummation of business combination within which the securities shall be registered	15 days
Number of days after business combination within which securities registration shall be effective	60 days
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Warrants and rights outstanding, Term	5 years
Public Warrants [Member] | After The Completion Of Business Combination [Member]
Class of warrant or right, Number of days after which warrants or rights becomes exercisable	30 days
Public Warrants [Member] | From The Completion Of Initial Public Offer [Member]
Class of warrant or right, Number of months after which warrants or rights becomes exercisable	12 days
Common Class A [Member] | Public Warrants [Member]
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
Common Class A [Member] | Public Warrants [Member] | Adjusted Exercise Price One [Member]
Volume weighted average price of shares	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60
Number of trading days for determining the share price	$ 20
Share Price	18
Class of warrants or rights redemption price per unit	$ 0.01
Number of consecutive trading days for determining the share price	30 days
Common Class A [Member] | Public Warrants [Member] | Maximum [Member] | Adjusted Exercise Price One [Member]
Adjusted exercise price of warrants as a percentage of newly issued price	180
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | Adjusted Exercise Price One [Member]
Adjusted exercise price of warrants as a percentage of newly issued price	115

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary Equity, Shares Outstanding	17,250,000	17,250,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	4,312,500	4,312,500	5,750,000
Common Stock, Shares, Outstanding	4,312,500	4,312,500	5,750,000