Cover
Cover - USD ($) | 7 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
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 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40843 | ||
Entity Registrant Name | Berenson Acquisition Corp. I | ||
Entity Central Index Key | 0001869673 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-1070217 | ||
Entity Address, Address Line One | 667 Madison Avenue | ||
Entity Address, Address Line Two | 18th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10065 | ||
City Area Code | 212 | ||
Local Phone Number | 935-7676 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Ex Transition Period | false | ||
Entity Shell Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | New York, New York | ||
Entity Public Float | $ 0 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | BACA WS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | BACA | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 27,510,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,877,500 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one warrant | ||
Trading Symbol | BACA.U | ||
Security Exchange Name | NYSE |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
CURRENT ASSETS: | |
Cash | $ 670,762 |
Prepaid expenses and other assets | 413,338 |
Total current assets | 1,084,100 |
Prepaid expenses and other assets, net of current portion | 250,786 |
Cash held in Trust Account | 275,105,128 |
TOTAL ASSETS | 276,440,014 |
CURRENT LIABILITIES: | |
Accounts payable | 35,194 |
Accrued expenses | 56,600 |
Franchise tax payable | 117,310 |
Total current liabilities | 209,104 |
Derivative warrant liabilities | 10,278,380 |
Deferred underwriting fee payable | 9,628,500 |
TOTAL LIABILITIES | 20,115,984 |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 27,510,000 shares issued and outstanding, subject to possible redemption at $10.00 per share | 275,100,000 |
Stockholder's equity (deficit): | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (18,776,658) |
Total stockholder's deficit | (18,775,970) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | 276,440,014 |
Common Class B [Member] | |
Stockholder's equity (deficit): | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding | $ 688 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity, Par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity, Shares authorized | 200,000,000 |
Temporary equity, Shares issued | 27,510,000 |
Temporary equity, Shares outstanding | 27,510,000 |
Temporary equity, Redemption price per share | $ / shares | $ 10 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 20,000,000 |
Common stock shares issued | 6,877,500 |
Common stock shares outstanding | 6,877,500 |
Statement of Operations
Statement of Operations | 7 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Revenues | |
General and administrative expenses | 275,436 |
Franchise tax expenses | 117,310 |
Loss from operations | 392,746 |
Other income (expense) | |
Interest income | 5,128 |
Change in fair value of derivative warrant liabilities | 10,490,950 |
Offering costs associated with derivative warrant liabilities | (1,780,157) |
Total other income (expense) | 8,715,921 |
Net income allocable to common stockholders | $ 8,323,175 |
Redeemable Class A Common Stock [Member] | |
Other income (expense) | |
Weighted average shares outstanding | shares | 11,623,005 |
Basic and diluted net loss per share | $ / shares | $ 0.47 |
Non Redeemable Common Stock [Member] | |
Other income (expense) | |
Weighted average shares outstanding | shares | 6,272,582 |
Basic and diluted net loss per share | $ / shares | $ 0.47 |
Statement of Changes in Redeema
Statement of Changes in Redeemable Common Stock And Stockholders' Deficit - 7 months ended Dec. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at May. 31, 2021 | $ 0 | ||||
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Beginning balance at May. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Issuance of class B common stock to sponsor | 25,000 | $ 719 | 24,281 | 0 | |
Issuance of Class B common stock to Sponsor (shares) | 7,187,500 | ||||
Sale of units in initial public offering and overallotment option less allocation to derivative warrant liabilities, gross | $ 261,757,650 | ||||
Sale of units in initial public offering and overallotment option less allocation to derivative warrant liabilities, gross (shares) | 27,510,000 | ||||
Offering costs | $ (14,865,920) | ||||
Excess cash received over the fair value of private placement warrants | 75,020 | 75,020 | |||
Excess fair value of founder shares attributable to the anchor investors | 1,009,105 | 1,009,105 | |||
Forfeiture of founder shares | $ (31) | 31 | |||
Forfeiture of founder shares (shares) | (310,000) | ||||
Deemed dividend to Class A stockholders | (28,208,270) | $ 28,208,270 | (1,108,437) | (27,099,833) | |
Net income | 8,323,175 | 8,323,175 | |||
Ending balance (shares) at Dec. 31, 2021 | 6,877,500 | ||||
Ending balance at Dec. 31, 2021 | (18,775,970) | $ 688 | $ 0 | $ (18,776,658) | |
Ending balance (shares) at Dec. 31, 2021 | 27,510,000 | ||||
Ending balance at Dec. 31, 2021 | $ 275,100,000 | $ 275,100,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net income | $ 8,323,175 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest income | (5,128) |
Change in fair value of derivative warrant liabilities | (10,490,950) |
Offering costs associated with derivative warrant liabilities | 1,780,157 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (664,124) |
Accounts payable | 35,194 |
Accured expenses | 56,600 |
Franchise tax payable | 117,310 |
Net cash used in operating activities | (847,766) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash deposited in Trust Account | (275,100,000) |
Net cash used in investing activities | (275,100,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 176,000 |
Repayment of note payable to related party | (176,000) |
Proceeds received from initial public offering and overallotment option, gross | 275,100,000 |
Proceeds received from private placement warrants | 7,502,000 |
Offering costs paid | (6,008,472) |
Net cash provided by financing activities | 276,618,528 |
NET INCREASE IN CASH | 670,762 |
CASH BEGINNING OF PERIOD | 0 |
CASH END OF PERIOD | 670,762 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | |
Deferred underwriting commissions | 9,628,500 |
Deemed dividend to Class A stockholders | $ 28,208,270 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Berenson Acquisition Corp. I (the “Company”) was incorporated in Delaware on June 1, 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 (a “Business Combination”). Although the Company is not limited to a particular industry or geographical location, the Company intends to focus its search on a target business operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating On September 27, 2021, the registration statement on Form S-1 No. 333-259470) one-half Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of On October 22, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional Units at $10.00 per Unit, generating additional gross proceeds of $25,100,000. In addition, o n S Transaction costs amounted to $16,646,076, consisting of $5,502,000 of underwriting commissions, $9,628,500 of deferred underwriting commissions, $1,009,105 for the excess fair value of founder shares attributable to the anchor investors (see Note 4) and $506,471 of other offering costs. A total of $275,100,000 (or $10.00 per Unit) of the net proceeds of the sale of the Units (including the partial exercise of the over-allotment option) in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the United States and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of its public shares if it does not not complete its initial business combination by March 30, 2023 or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s public shares if it does not complete its initial business combination by March 30, 2023, subject to applicable law. The Public Shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $671,000 in cash and working capital of approximately $992,000 (without taking into account franchise tax obligations of approximately In order to fund working capital deficiencies or 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 will loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Business Combination, it expects to repay any Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $176,000 under an unsecured promissory note (as discussed in Note 4). The Company repaid the promissory note in full on September 30, 2021. The Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Initial Public Offering and sale of the Private Placement Warrants held outside of the Trust Account. Based on the foregoing, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from June 1, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results that may be expected in future periods. Accounting Standards Adoption Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Cash Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Warrant Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC 815-40, “Derivatives 815-40”) 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2021 Implied volatility 12 % Risk-free interest rate 1.26 % Exercise price for one share of Class A common stock $ 11.50 Expected term 5 years Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2021. FASB 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Share of Common Stock Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company applies the two-class n shares of Class A common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income allocable to Class A Common Stock subject to possible redemption $ 5,405,819 Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 11,623,005 Basic and diluted net income per share $ 0.47 Class B Common Stock Numerator: Net income minus Net Earnings Net income allocable to Class B Common Stock $ 2,917,356 Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,272,582 Basic and diluted net income per share $ 0.47 Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 2020-06 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 | 7 Months Ended |
Dec. 31, 2021 | |
Proposed Public Offering [Abstract] | |
Initial Public Offering | NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,510,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.01 per warrants upon not less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4—RELATED PARTY TRANSACTIONS Founder Shares On June 25, 2021, the Sponsor purchased an aggregate of 7,187,500 Founder Shares for an aggregate purchase price of $25,000. In September 2021, the Sponsor transferred an aggregate of 25,000 founder shares (for a total of 125,000 founder shares) to each of its independent directors and special advisor at their original purchase price. Subsequently, on September 30, 2021, the Sponsor sold an aggregate Founder Shares to eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”) at their original purchase price. Following the expiration of the underwriter’s over-allotment option, on November 12, 2021 the Sponsor forfeited Founder Shares. At December 31, 2021, there we Founder Shares issued and outstanding as of December 31, 2021. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable by the initial stockholders until the earlier of (i) one year after the completion of an initial Business Combination and (ii) subsequent to the initial Business Combination, (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In connection with each anchor investor purchasing 100% of the Units allocated to it in the Initial Public Offering, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be $13,610,087 or $7.274 per share. The estimated fair value was determined using the Company stock price less a discount for lack of marketability using a Finnerty Model. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost was accounted for as an equity contribution from the Sponsor. Since a portion of the Initial Public Offering consisted of warrants that are accounted for as liabilities, a portion of the excess of fair value was expensed to the statement of operations. Private Placement Warrants Simultaneously with the consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased from the Company 7,502,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,502,000, in a private placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. 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. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants issued as part of the Units in the Initial Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. In addition, the Private Placement Warrants (and the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of a Business Combination. If the Company does not complete a Business Combination by March 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Related Party Loans On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related with the Initial Public Offering pursuant to the terms of an unsecured promissory note. The promissory note was non-interest In addition, in order to fund working capital deficiencies or 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 will Administrative Services Agreement The Company entered into an agreement with the Sponsor pursuant to which, commencing on September 28, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. For the period from June 1, 2021 (inception) through December 31, 2021, the Company incurred $30,000 for these services, which is included in accrued expenses in the accompanying balance sheet. |
Stockholder's Deficit
Stockholder's Deficit | 7 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | NOTE 5—STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Prior to a Business Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of the Company’s board of directors for any reason. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a stockholder vote except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 6—FAIR VALUE MEASUREMENTS The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of December 31, 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 275,105,128 $ — $ — $ 275,105,128 $ 275,105,128 $ — $ — $ 275,105,128 The following table presents information about the Company’s derivative 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 techniques the Company utilized to determine such fair value. As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,602,400 $ — $ — $ 6,602,400 Private Placement Warrants — — 3,675,980 3,675,980 Total $ 6,602,400 $ — $ 3,675,980 $ 10,278,380 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was a modified Black-Scholes valuation model using inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded. The following table presents a summary of the changes in fair value of the Public and Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at June 1, 2021 (inception date) $ — Issuance of private and public warrants 20,769,330 Transfer of public warrants to Level 1 (13,342,350 ) Change in fair value of warrant liabilities (3,751,000 ) Private Placement Warrant liabilities at December 31, 2021 $ 3,675,980 |
Commitments
Commitments | 7 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 7—COMMITMENTS Registration 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 and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters of the Initial Public Offering are entitled to a deferred underwriting commission of $9,628,500. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combinatio n . |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 7 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”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from June 1, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results that may be expected in future periods. |
Accounting Standards Adoption | Accounting Standards Adoption Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC 815-40, “Derivatives 815-40”) 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2021 Implied volatility 12 % Risk-free interest rate 1.26 % Exercise price for one share of Class A common stock $ 11.50 Expected term 5 years |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, All of the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2021. FASB 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net loss per Common Stock Shares | Net Income per Share of Common Stock Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company applies the two-class n shares of Class A common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income allocable to Class A Common Stock subject to possible redemption $ 5,405,819 Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 11,623,005 Basic and diluted net income per share $ 0.47 Class B Common Stock Numerator: Net income minus Net Earnings Net income allocable to Class B Common Stock $ 2,917,356 Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,272,582 Basic and diluted net income per share $ 0.47 |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 2020-06 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities | Key ranges of inputs for the valuation models used to calculate the fair value of the Private Placement Warrants were as follows: December 31, 2021 Implied volatility 12 % Risk-free interest rate 1.26 % Exercise price for one share of Class A common stock $ 11.50 Expected term 5 years |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net income allocable to Class A Common Stock subject to possible redemption $ 5,405,819 Denominator: Weighted Average Class A Common Stock Basic and diluted weighted average shares outstanding 11,623,005 Basic and diluted net income per share $ 0.47 Class B Common Stock Numerator: Net income minus Net Earnings Net income allocable to Class B Common Stock $ 2,917,356 Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 6,272,582 Basic and diluted net income per share $ 0.47 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Table) | 7 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of December 31, 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 due to the short maturities of such instruments. As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 275,105,128 $ — $ — $ 275,105,128 $ 275,105,128 $ — $ — $ 275,105,128 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents information about the Company’s derivative 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 techniques the Company utilized to determine such fair value. As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 6,602,400 $ — $ — $ 6,602,400 Private Placement Warrants — — 3,675,980 3,675,980 Total $ 6,602,400 $ — $ 3,675,980 $ 10,278,380 |
Summary Of The Changes In Fair Value of The Public and Private Placement Warrants | The following table presents a summary of the changes in fair value of the Public and Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Warrant liabilities at June 1, 2021 (inception date) $ — Issuance of private and public warrants 20,769,330 Transfer of public warrants to Level 1 (13,342,350 ) Change in fair value of warrant liabilities (3,751,000 ) Private Placement Warrant liabilities at December 31, 2021 $ 3,675,980 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 22, 2021 | Sep. 30, 2021 | Jun. 25, 2021 | Dec. 31, 2021 |
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Entity incorporation, Date of incorporation | Jun. 1, 2021 | |||
Term of restricted investments | 185 days | |||
Share Price | $ 10 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |||
Proceeds from issue of warrants | $ 7,502,000 | |||
Cash | 670,762 | |||
Proceeds received from initial public offering, gross | 275,100,000 | |||
Proceeds from issuance initial public offering and warrants | 275,100,000 | |||
Total transaction costs | 16,646,076 | |||
Payment for underwriting expenses | 5,502,000 | |||
Excess fair value of founder shares attributable to the anchor investors | 1,009,105 | |||
Other offering costs | 506,471 | |||
Net working capital | 992,000 | |||
Accrual for taxes other than income taxes, Current | 117,310 | |||
Stock issued during period, value, issued for services | 25,000 | |||
Proceeds from note payable to related party | 176,000 | |||
Deferred underwriting commissions noncurrent | 9,628,500 | |||
Business combination minimum enterprise value for acquisition | 1,000,000,000 | |||
Sponsor [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Proceeds from issue of warrants | 7,000,000 | |||
Sponsor [Member] | Related Party Note [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Proceeds from note payable to related party | $ 176,000 | |||
Common Class A [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Stock issued during the period shares | 27,510,000 | |||
Founder Shares [Member] | Sponsor [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Stock issued during the period shares | 7,187,500 | |||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | ||
Private Placement Warrants [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Class of warrants or rights issued during period, Warrants | 502,000 | |||
Class of warrants or rights issued during period, Warrants, Price per warrant | $ 1 | |||
Proceeds from Issuance of Private Placement | $ 502,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Stock issued during the period shares | 25,000,000 | 27,510,000 | ||
Warrants exercise price per share | $ 11.50 | |||
Common stock conversion basis | each unit consisting of one share of Class A common stock (the “Public Shares”) and one-half of one redeemable warrant | |||
Shares issuable warrant | 1 | |||
Over-Allotment Option [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Stock issued during the period shares | 2,510,000 | |||
Share Price | $ 10 | |||
Proceeds received from initial public offering, gross | $ 25,100,000 | |||
Proposed Public Offering [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 250,000,000 | |||
Proposed Public Offering [Member] | Founder Shares [Member] | Sponsor [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Stock issued during the period shares | 1,872,159 | |||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | ||||
Class of warrants or rights issued during period, Warrants | 7,000,000 | |||
Class of warrants or rights issued during period, Warrants, Price per warrant | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities (Detail) - Dec. 31, 2021 - Fair Value, Inputs, Level 3 [Member] - Warrant Securities [Member] - Fair Value, Recurring [Member] | Total | yr |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 12 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.26 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 11.50 | 5 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) | 7 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Redeemable Class A Common Stock [Member] | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | |
Net loss allocable to Class A Common Stock subject to possible redemption | $ | $ 5,405,819 |
Denominator: Weighted Average Common Stock | |
Basic and diluted weighted average shares outstanding | shares | 11,623,005 |
Basic and diluted net income(loss) per share | $ / shares | $ 0.47 |
Common Class A [Member] | |
Denominator: Weighted Average Common Stock | |
Basic and diluted weighted average shares outstanding | shares | 11,623,005 |
Basic and diluted net income(loss) per share | $ / shares | $ 0.47 |
Common Class B [Member] | |
Numerator: Net Loss minus Net Earnings | |
Net loss allocable to Class B Common Stock | $ | $ 2,917,356 |
Denominator: Weighted Average Common Stock | |
Basic and diluted weighted average shares outstanding | shares | 6,272,582 |
Basic and diluted net income(loss) per share | $ / shares | $ 0.47 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | May 31, 2021 |
Significant Accounting Policies [Line Items] | ||
Cash FDIC insured amount | $ 250,000 | |
Common Class A [Member] | ||
Significant Accounting Policies [Line Items] | ||
Temporary equity, Shares outstanding | 27,510,000 | 0 |
Class of warrants or rights, Number of securities called by warrant or rights | 21,257,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2021 |
Public Offering [Line Items] | ||
Share price | $ 10 | |
Number of days after consummation of business combination within which the securities shall be registered | 20 days | |
Public Shares [Member] | ||
Public Offering [Line Items] | ||
Number of trading days determining share price | 20 days | |
Number of days determining share price | 30 days | |
Public Shares [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | ||
Public Offering [Line Items] | ||
Share price | $ 18 | |
Common Class A [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period new shares issued | 27,510,000 | |
Number of days determining share price | 10 days | |
Common Class A [Member] | Share Price Equals Or Exceeds Ten USD [Member] | ||
Public Offering [Line Items] | ||
Share price | $ 10 | |
Redeemable Warrant [Member] | ||
Public Offering [Line Items] | ||
Class of warrant or right, number of days after which warrants or rights exercisable | 30 days | |
Class of warrant or right, number of months after which warrants or rights exercisable | 12 months | |
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | |
Class of warrant or right, redemption price per warrant | $ 0.01 | |
Minimum notice period | 30 days | |
Number of days after the warrant become exercisable | 90 days | |
Redeemable Warrant [Member] | Common Class A [Member] | ||
Public Offering [Line Items] | ||
Class of warrant or right, redemption price per warrant | $ 0.10 | |
Minimum notice period | 30 days | |
IPO [Member] | Common Class A [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period new shares issued | 25,000,000 | 27,510,000 |
Shares issued price per share | $ 10 | |
Warrants exercise price per share | 11.50 | |
IPO [Member] | Redeemable Warrant [Member] | Common Class A [Member] | ||
Public Offering [Line Items] | ||
Warrants exercise price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 12, 2021 | Sep. 30, 2021 | Sep. 28, 2021 | Sep. 15, 2021 | Jun. 25, 2021 | Dec. 31, 2021 | May 31, 2021 |
Related Party Transaction [Line Items] | |||||||
Proceeds from issue of warrants | $ 7,502,000 | ||||||
Stock issued during period, value, issued for services | 25,000 | ||||||
Accrued Expenses Member [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction fees payable per month | $ 30,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 27,510,000 | ||||||
Temporary equity, Shares outstanding | 27,510,000 | 0 | |||||
Temporary equity, Shares issued | 27,510,000 | ||||||
Common Class A [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants exercise price per share | $ 11.50 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from issue of warrants | $ 7,000,000 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit maximum borrowing capacity | $ 300,000 | ||||||
Repayments of lines of credit | 176,000 | ||||||
Sponsor [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt converted to shares amount | $ 1,500,000 | ||||||
Debt conversion price | $ 1 | ||||||
Stock issued during period new shares issued | 7,187,500 | ||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||||
Shares issued, shares, share-based payment arrangement, forfeited | 310,000 | ||||||
Temporary equity, Shares outstanding | 6,877,500 | ||||||
Number of Shares Issued in Transaction | 1,872,159 | ||||||
Temporary equity, Shares issued | 6,877,500 | ||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 25,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | Administration And Support Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction fees payable per month | $ 10,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | Maximum [Member] | Independent Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 125,000 | ||||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds To Twelve Per Share [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share transfer, trigger price per share | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||
Proposed Public Offering [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 1,872,159 | ||||||
Shares issued price per share | $ 7.274 | ||||||
Equity method investment ownership percentage | 100.00% | ||||||
Equity method investment, aggregate cost | $ 13,610,087 | ||||||
Private Placement [Member] | Sponsor [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from issue of warrants | $ 7,502,000 | ||||||
Class of warrants or rights issued during period, Warrants | 7,502,000 | ||||||
Class of warrants or rights issued during period, Warrants, Price per warrant | $ 1 |
Stockholder's Deficit - Additi
Stockholder's Deficit - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | May 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, Par or stated value per share | $ 0.0001 | |
Temporary equity, Shares authorized | 200,000,000 | |
Temporary equity, Shares issued | 27,510,000 | |
Temporary equity, Shares outstanding | 27,510,000 | 0 |
Common Class A [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, threshold percentage on conversion of shares | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares issued | 6,877,500 | |
Common stock shares outstanding | 6,877,500 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets Measured on Recurring and Nonrecurring Basis (Details) | Dec. 31, 2021USD ($) |
Assets, Fair Value Disclosure [Abstract] | |
U.S. Treasury Securities held in Trust Account | $ 275,105,128 |
US Treasury Securities [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
U.S. Treasury Securities held in Trust Account | 275,105,128 |
Level 1 | |
Assets, Fair Value Disclosure [Abstract] | |
U.S. Treasury Securities held in Trust Account | 275,105,128 |
Level 1 | US Treasury Securities [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
U.S. Treasury Securities held in Trust Account | $ 275,105,128 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Details) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Liabilities: | |
Derivative Liability | $ 10,278,380 |
Fair Value, Inputs, Level 1 [Member] | |
Liabilities: | |
Derivative Liability | 6,602,400 |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative Liability | 3,675,980 |
Warrant Securities [Member] | Redeemable Warrants | |
Liabilities: | |
Derivative Liability | 6,602,400 |
Warrant Securities [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Liabilities: | |
Derivative Liability | 6,602,400 |
Warrant Securities [Member] | Private Placement Warrants | |
Liabilities: | |
Derivative Liability | 3,675,980 |
Warrant Securities [Member] | Private Placement Warrants | Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative Liability | $ 3,675,980 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 7 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Valuation Processes, Description | The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was a |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of The Changes In Fair Value of The Public and Private Placement Warrants (Details) - Level 3 | 7 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Warrant liabilities at June 1, 2021 (inception date) | $ 0 |
Issuance of private and public warrants | 20,769,330 |
Transfer of public warrants to Level 1 | (13,342,350) |
Change in fair value of warrant liabilities | (3,751,000) |
Private Placement Warrant liabilities at December 31, 2021 | $ 3,675,980 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 7 Months Ended |
Dec. 31, 2021USD ($)Demand | |
Commitments And Contingencies [Line Items] | |
Deferred Compensation Liability, Classified, Noncurrent | $ 9,628,500 |
Underwriters Agreement [Member] | |
Commitments And Contingencies [Line Items] | |
Number Of Demands That Can Be Made | Demand | 3 |
Deferred Compensation Liability, Classified, Noncurrent | $ 9,628,500 |