CERo Therapeutics (CERO) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Fiscal Period Focus	Q2
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	PHOENIX BIOTECH ACQUISITION CORP.
Entity Central Index Key	0001870404
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
City Area Code	215
Local Phone Number	731-9450
Entity File Number	001-40877
Entity Tax Identification Number	87-1088814
Entity Address, Address Line One	2201 Broadway, Suite 705
Entity Address, Postal Zip Code	94612
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Incorporation, State or Country Code	DE
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
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	PBAX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		18,385,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	PBAXW
Security Exchange Name	NASDAQ
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	PBAXU
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,596,250

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 553,775	$ 1,098,573
Prepaid expenses and other current assets	292,250	262,500
Total current assets	846,025	1,361,073
OTHER ASSETS
Prepaid expenses and other assets - non-current	87,347	217,519
Cash and marketable securities held in Trust Account	178,791,405	178,499,615
TOTAL ASSETS	179,724,777	180,078,207
CURRENT LIABILITIES
Accounts payable and accrued expenses	163,003	14,433
Franchise tax Payable	67,890	80,324
Due to affiliate	3,315	3,315
Total current liabilities	234,208	98,072
LONG TERM LIABILITIES
Deferred underwriting fee payable	9,150,000	9,150,000
Total liabilities	9,384,208	9,248,072
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Class A Common stock subject to possible redemption, $0.0001 par value, 17,500,000 shares at redemption value of $10.20 per share.	178,500,000	178,500,000
STOCKHOLDER'S EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(8,159,978)	(7,670,412)
Total stockholders' deficit	(8,159,431)	(7,669,865)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS' DEFICIT	179,724,777	180,078,207
Common Class A [Member]
REDEEMABLE COMMON STOCK
Class A Common stock subject to possible redemption, $0.0001 par value, 17,500,000 shares at redemption value of $10.20 per share.	178,500,000
STOCKHOLDER'S EQUITY
Common stock, value	88	88
Common Class B [Member]
STOCKHOLDER'S EQUITY
Common stock, value	$ 459	$ 459

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Temproary equity par or stated value per share	$ 0.0001	$ 0.0001
Temproary equity share authorized	17,500,000	17,500,000
Temproary equity redemption price per share	$ 10.2	$ 10.2
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]
Temproary equity share authorized	17,500,000	17,500,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	60,000,000	60,000,000
Common stock shares issued	885,000	885,000
Common stock shares outstanding	885,000	885,000
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	4,596,250	4,596,250
Common stock shares outstanding	4,596,250	4,596,250

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2022
OPERATING EXPENSES
General and administrative	$ 1,000	$ 326,580	$ 681,357
Franchise tax	0	50,000	100,000
Total operating expenses	1,000	376,580	781,357
OTHER INCOME
Interest earned on marketable securities held in Trust Account	0	37,108	37,108
Unrealized gain earned on marketable securities held in Trust Account	0	227,903	254,683
Total other income	0	265,011	291,791
NET LOSS	(1,000)	(111,569)	(489,566)
Common Class A [Member]
OTHER INCOME
NET LOSS	$ 0	$ (89,255)	$ (391,653)
Weighted Average Number of Shares Outstanding, Basic	0	18,385,000	18,385,000
Weighted Average Number of Shares Outstanding, Diluted	0	18,385,000	18,385,000
Earnings Per Share, Basic	$ 0	$ 0	$ (0.02)
Earnings Per Share, Diluted	$ 0	$ 0	$ (0.02)
Common Class B [Member]
OTHER INCOME
NET LOSS	$ (1,000)	$ (22,314)	$ (97,913)
Weighted Average Number of Shares Outstanding, Basic	4,679,125	4,596,250	4,596,250
Weighted Average Number of Shares Outstanding, Diluted	4,679,125	4,596,250	4,596,250
Earnings Per Share, Basic	$ 0	$ 0	$ (0.02)
Earnings Per Share, Diluted	$ 0	$ 0	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes In Stockholders' Deficit - USD ($)		Total	Class A Common Stock [Member]	Class B Common Stock [Member]	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning Balance at Jun. 07, 2021		$ 0			$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Jun. 07, 2021					0	0
Issuance of Common Stock Sponsor	[1],[2]	25,000			$ 0	$ 467	24,533	0
Issuance of Common Stock Sponsor, Shares	[1],[2]				0	4,679,125
Net loss		(1,000)	$ 0	$ (1,000)				(1,000)
Ending Balance, Shares at Jun. 30, 2021					0	4,679,125
Ending Balance at Jun. 30, 2021		(24,000)			$ 0	$ 467	24,533	(1,000)
Beginning Balance at Dec. 31, 2021		(7,669,865)			$ 88	$ 459	0	(7,670,412)
Beginning Balance, Shares at Dec. 31, 2021					885,000	4,596,250
Net loss		(377,997)						(377,997)
Ending Balance, Shares at Mar. 31, 2022					885,000	4,596,250
Ending Balance at Mar. 31, 2022		(8,047,862)			$ 88	$ 459	0	(8,048,409)
Beginning Balance at Dec. 31, 2021		(7,669,865)			$ 88	$ 459	0	(7,670,412)
Beginning Balance, Shares at Dec. 31, 2021					885,000	4,596,250
Net loss		(489,566)	(391,653)	(97,913)
Ending Balance, Shares at Jun. 30, 2022					885,000	4,596,250
Ending Balance at Jun. 30, 2022		(8,159,431)			$ 88	$ 459	0	(8,159,978)
Beginning Balance at Mar. 31, 2022		(8,047,862)			$ 88	$ 459	0	(8,048,409)
Beginning Balance, Shares at Mar. 31, 2022					885,000	4,596,250
Net loss		(111,569)	$ (89,255)	$ (22,314)				(111,569)
Ending Balance, Shares at Jun. 30, 2022					885,000	4,596,250
Ending Balance at Jun. 30, 2022		$ (8,159,431)			$ 88	$ 459	$ 0	$ (8,159,978)
[1]Shares have been retroactively adjusted to reflect the recapitalization of the Company in the form of a 0.017-for-1 stock dividend (see Note 5).[2]This number included an aggregate of up to 592,875 Class B common stock that was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5).

Condensed Statements of Chang_2

Condensed Statements of Changes In Stockholders' Deficit (Parenthetical) - Common Class B [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Common stock subject to forfeiture | shares	592,875
Recapitalization [Member]
Common stock dividends per share | $ / shares	$ 0.017

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,000)	$ (111,569)	$ (377,997)	$ (489,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account	0	(227,903)		(254,683)
Interest earned on marketable securities held in Trust Account	0	(37,108)		(37,108)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	0			100,422
Accounts payable	1,000			148,570
Franchise tax payable	0			(12,433)
Net cash used for operating activities	0			(544,798)
NET CHANGE IN CASH	0			(544,798)
CASH, BEGINNING OF PERIOD	0		$ 1,098,573	1,098,573
CASH, END OF PERIOD	0	$ 553,775		553,775
Supplemental disclosure of noncash activities:
Prepayment of expenses by the Sponsor in exchange for the issuance of Class B common stock	$ 25,000			$ 0

Description of Organization and

Description of Organization and Business Operations and Liquidity	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 – Description of Organization and Business Operations and Liquidity Phoenix Biotech Acquisition Corp. (the “Company”) was incorporated in Delaware on June 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 not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective 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 Simultaneously with the closing of the IPO, the Company consummated the sale of 845,000 units (“Private Placement Units”) (with respect to the Class A common stock included in the Private Placement Units offered) Simultaneously with the closing of the IPO, the Company consummated the sale of 2,000,000 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $20,000,000 and incurring additional offering costs of $1,400,000 in underwriting fees, all of which are deferred until the completion of the Company’s initial B C Offering costs for the IPO and exercise of the overallotment option amounted to $12,729,318, consisting of $2,635,000 of underwriting fees, $9,150,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $944,318 of other costs. As described in Note 6, the $9,150,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 8, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO, $178,500,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, the Overallotment Units and the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, 470-20. 480-10-S99. paid-in Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) Private Placement Shares Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (defined below), unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by January 8, 2023, 15 months from the closing of the IPO (“Combination Period”), and is unable to obtain an extension on the Combination Period per-share law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) COVID-19 COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Liquidity and Going Concern As of June 30, 2022, the Company had $553,775 in its operating bank accounts, $178,791,405 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital of $611,817. The Company currently projects that it will not have sufficient funds to cover its expenses over a one year period from the date these financial statements are available to be issued. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did t have any cash equivalents as of June , . Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account and interest earned on marketable securities are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO. 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 Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 June 30, 2022. 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 at June 30, 2022 and 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 is subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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 June 30, 2022 and December 31, 2021, 178,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds from Initial Public Offering Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption $ 178,500,000 Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At June 30, 2022, no three and six month For the six months ended For the period June 8, 2021 June 30, 2021 Class A Class B Class A Class B Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (391,653 ) $ (97,913 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 — 4,679,125 Basic and dilution net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2022 Class A Common Class B Common Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.00 ) $ (0.00 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements as of and for the six months ended June 30, 2022.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	6 Months Ended
	Jun. 30, 2022
Disclosure Of Initial Public Offering [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 17,500,000 units (including 2,000,000 units as part of the underwriter’s partial exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”), and one

Private Placement Warrants

Private Placement Warrants	6 Months Ended
	Jun. 30, 2022
Private Placement [Abstract]
Private Placement Warrants	Note 4 — Private Placement Warrants On October 8, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 885,000 Units (the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $8,850,000. The Placement Units were purchased by Cantor (155,000 Units), CCM (30,004 Units) and Sponsor (699,996 Units). Each whole Placement Unit consists of one placement share and one

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	Note 5 — Related Party Transactions Founder Shares On June 18, 2021, the Sponsor provided funds to pay for certain costs totaling $25,000 on behalf of the Company as consideration for 4,598,750 shares of Class B common stock (the “Founder Shares”). In September 2021, the Company effected a 0.017 for 1 stock dividend for each share of Class B common stock outstanding, and, as a result, the Sponsor held 4,679,125 Founder Shares following the stock dividend. As a result, the Company’s shares have been retroactively adjusted for this stock dividend; however, due to the shares being closely held the corresponding earnings have not been capitalized from retained earnings. The Sponsor agreed to forfeit up to 592,875 Founder Shares to the extent that the 45-day The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (a) one year after the completion of a Business Combination and (b) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading Related Party Loans On June 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note which was amended on September 10, 2021 (as amended, the “Note”). This loan is non-interest-bearing. 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. 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. The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. At June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Consulting Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ, to pay the spouse of our Chief Executive Officer a monthly consulting fees of $15,000 for assisting the Company in identifying and evaluating potential acquisition targets. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and six months ended June 30, 2022, $ 45,000 and $90,000 has been incurred under this agreement , respectively . Support Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ $ , respectively .

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Placement Units (including securities contained therein) and units that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated October 5, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up statements. Underwriting Agreement The Company granted the underwriter a 45-day IPO The underwriter was paid a cash underwriting discount of $0.20 per unit, or $3,100,000 in the aggregate at the closing of the IPO, of which $465,000 was reimbursed to the Company to pay for additional advisors. The underwriter agreed to defer any additional fees related to the exercise of the over-allotment option until the Company completes a Business Combination. As such, $400,000 of additional underwriting fees related to the over-allotment have been deferred. In addition, the underwriter is entitled to a deferred underwriting commissions of $0.50 per unit, or $8,750,000 ($9,150,000 in the aggregate when including the $400,000 noted above) from the closing of the IPO. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Attributable to Parent [Abstract]
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Common Stock Class A common stock — The Company is authorized to issue 60,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, there were 885,000 shares of Class A common stock issued and outstanding (excluding 17,500,000 shares subject to possible redemption). Class B common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 4,596,250 shares of Class B common stock issued and outstanding. Prior to the consummation of an initial Business Combination, only holders of shares of Class B common stock will have the right to vote on the election of directors. Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a 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, 20% than one-to-one. Preferred stock Warrants — Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or l iquidation Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading-day • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s common stock during the 20-trading-day

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022, the assets held in the Trust Account were held in U.S Treasury s All The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, 2022 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 178,791,405 — — December 31, 2021 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 178,499,615 — —

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K,
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did t have any cash equivalents as of June , .
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account and interest earned on marketable securities are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO.
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 Deposit Insurance Corporation coverage limit of $250,000. At June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 June 30, 2022. 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 at June 30, 2022 and 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 is subject to income tax examinations by major taxing authorities since inception.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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 June 30, 2022 and December 31, 2021, 178,500,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds from Initial Public Offering Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption $ 178,500,000
Net Loss per Common Stock	Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At June 30, 2022, no three and six month For the six months ended For the period June 8, 2021 June 30, 2021 Class A Class B Class A Class B Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (391,653 ) $ (97,913 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 — 4,679,125 Basic and dilution net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2022 Class A Common Class B Common Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.00 ) $ (0.00 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements as of and for the six months ended June 30, 2022.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Reconciliation of cash flow from common stock subject to possible redemption to redemption value	At June 30, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds $ 175,000,000 Less: Proceeds from Initial Public Offering Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption $ 178,500,000
Summary of basic and diluted net income (loss) per common share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the six months ended For the period June 8, 2021 June 30, 2021 Class A Class B Class A Class B Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (391,653 ) $ (97,913 ) $ — $ (1,000 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 — 4,679,125 Basic and dilution net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2022 Class A Common Class B Common Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.00 ) $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, 2022 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 178,791,405 — — December 31, 2021 Level Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury Securities 1 $ 178,499,615 — —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Investment of cash in trust account	$ 178,500,000
Cash deposited in trust account per unit	$ 10.2
Term of restricted investments	185 days
Redemption value per share		$ 10.2
Minimum net worth to consummate business combination		$ 5,000,001
Period To complete business combination from closing of the Initial Public Offering		15 months
Expenses payable on dissolution		$ 100,000
Assets held in trust non current		178,791,405	$ 178,499,615
Cash		553,775	$ 1,098,573
Net working capital		$ 611,817
Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business acquisition, effective date of acquisition		Jan. 08, 2023
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Fair market value as percentage of net assets held in trust account included in initial business combination		80%
Post-transaction ownership percentage of the target entity		50%
Value per share to be maintained in the trust account		$ 10.2
Initial Stockholders [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares	15,500,000
Unit price per share	$ 10
Proceeds from initial public offering gross	$ 155,000,000
Offering costs	12,729,318
Underwriting fees	2,635,000
Deferred underwriting fees payable	9,150,000
Other offering costs	$ 944,318
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares	885,000
Unit price per share	$ 10
Proceeds from issuance of private placement	$ 8,850,000
Private Placement [Member] | Sponsor and Cohen and Company Capital Markets [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares	(699,996)
Additional units issued during the period shares	40,000
Proceeds from issuance of additional private placement units	$ 400,000
Private Placement [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares	845,000
Unit price per share	$ 10
Proceeds from issuance of private placement	$ 8,450,000
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares	2,000,000
Unit price per share	$ 10
Deferred underwriting fees payable	$ 1,400,000
Units issued during the period value	$ 20,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies -Additional Information (Details) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Cash Equivalents		$ 0
Cash, FDIC Insured amount		250,000
Unrecognized tax benefits		0
Unrecognized tax benefits income tax penalties and interest accrued		$ 0	$ 0
Temporary equity shares outstanding		178,500,000	178,500,000
Public Warrants And Private Placement Warrants To Purchase Common Stock [Member]
Accounting Policies [Line Items]
Class of warrants or rights number of securities called for by the warrants or rights		9,192,500
Class of warrants or rights exercise price per unit		$ 11.5
Antidilutive securities excluded from the computation of earnings per share		9,192,500
Initial Public Offer And Overallotement [Member]
Accounting Policies [Line Items]
Offering Costs	$ 12,729,318

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Reconciliation of Cash Flow from Common Stock Subject to Possible Redemption to Redemption Value (Detail) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Reconciliation of cash flow from common stock subject to possible redemption to redemption value
Class A common stock subject to possible redemption	$ 178,500,000	$ 178,500,000
Common Class A [Member]
Reconciliation of cash flow from common stock subject to possible redemption to redemption value
Gross proceeds	175,000,000
Proceeds from Initial Public Offering Costs allocated to Public Warrants	(5,250,000)
Class A common stock issuance costs	(12,346,005)
Accretion of carrying value to redemption value	21,096,005
Class A common stock subject to possible redemption	$ 178,500,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share) (Detail) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net loss	$ (1,000)	$ (111,569)	$ (377,997)	$ (489,566)
Common Class A [Member]
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net loss	$ 0	$ (89,255)		$ (391,653)
Weighted Average Number of Shares Outstanding, Basic	0	18,385,000		18,385,000
Weighted Average Number of Shares Outstanding, Diluted	0	18,385,000		18,385,000
Earnings Per Share, Basic	$ 0	$ 0		$ (0.02)
Earnings Per Share, Diluted	$ 0	$ 0		$ (0.02)
Common Class B [Member]
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net loss	$ (1,000)	$ (22,314)		$ (97,913)
Weighted Average Number of Shares Outstanding, Basic	4,679,125	4,596,250		4,596,250
Weighted Average Number of Shares Outstanding, Diluted	4,679,125	4,596,250		4,596,250
Earnings Per Share, Basic	$ 0	$ 0		$ (0.02)
Earnings Per Share, Diluted	$ 0	$ 0		$ (0.02)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment - Additional Information (Details) - $ / shares	Oct. 08, 2021	Jun. 30, 2022
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants included in Unit		0.5
IPO [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	15,500,000
Shares Issued, Price Per Share	$ 10
Over-allotment option[Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	2,000,000
Shares Issued, Price Per Share	$ 10
Common Class A [Member]
Class of Stock [Line Items]
Number Of Shares Included In Unit		1
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
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		$ 11.5
Shares Issued, Price Per Share		$ 18
Common Class A [Member] | IPO [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	17,500,000
Shares Issued, Price Per Share	$ 10
Common Class A [Member] | Over-allotment option[Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	2,000,000

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Details) - USD ($)	Oct. 08, 2021	Jun. 30, 2022
Common Class A [Member]
Class of Stock [Line Items]
Number Of Shares Included In Unit		1
Private Placement Warrants [Member] | Common Class A [Member]
Class of Stock [Line Items]
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		$ 11.5
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants included in Unit		0.5
Public Warrants [Member] | Common Class A [Member]
Class of Stock [Line Items]
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		$ 11.5
Shares Issued, Price Per Share		$ 18
Private Placement [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	885,000
Shares Issued, Price Per Share	$ 10
Proceeds from Issuance of Private Placement	$ 8,850,000
Private Placement [Member] | Cantor Fitzgerald and Co [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	(155,000)
Private Placement [Member] | Cohen and Company Capital Markets [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	(30,004)
Private Placement [Member] | Sponsor and Cohen and Company Capital Markets [Member]
Class of Stock [Line Items]
Units Issued During Period Shares New Issues	(699,996)

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)					1 Months Ended	3 Months Ended	6 Months Ended
		Oct. 08, 2021	Sep. 30, 2021	Jun. 18, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock issued during the period for services value	[1],[2]				$ 25,000
Underwriter Agreement [Member]
Related Party Transaction [Line Items]
Option for underwriters to purchase additional units term							45 days
Sponsor [Member]
Related Party Transaction [Line Items]
Monthly consulting fees							$ 15,000
Consulting fee incurred under this agreement						$ 45,000	90,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument face value						$ 1,500,000	$ 1,500,000
Debt instrument conversion price per share						$ 10	$ 10
Related party transaction fees payable per month							$ 20,000
Bank overdraft						$ 0	0	$ 0
Sponsor [Member] | Administration And Support Services [Member]
Related Party Transaction [Line Items]
Cumulative Expenses Incurred						$ 60,000	$ 120,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value				$ 300,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding						4,596,250	4,596,250	4,596,250
Common stock subject to forfeiture						592,875	592,875
Common Class B [Member] | Recapitalization [Member]
Related Party Transaction [Line Items]
Common stock dividends per share							$ 0.017
Common Class B [Member] | Underwriter Agreement [Member]
Related Party Transaction [Line Items]
Option for underwriters to purchase additional units term							45 days
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during the period for services value				$ 25,000
Stock issued during the period shares issued for services				4,598,750
Common stock shares outstanding						4,679,125	4,679,125
Common stock subject to forfeiture						592,875	592,875
Founder shares forfeited during the period		82,875
Common Class B [Member] | Sponsor [Member] | Recapitalization [Member]
Related Party Transaction [Line Items]
Common stock dividends per share			$ 0.017
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding						885,000	885,000	885,000
Common Class A [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Share price						$ 12	$ 12
Threshold trading days							20 days
Threshold consecutive trading days							30 days
Period after Initial Business Combination							150 days
[1]Shares have been retroactively adjusted to reflect the recapitalization of the Company in the form of a 0.017-for-1 stock dividend (see Note 5).[2]This number included an aggregate of up to 592,875 Class B common stock that was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5).

Commitments and Contingencies -

Commitments and Contingencies - Additional information (Details) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2022
Over-Allotment Option [Member]
Commitments And Contingencies Disclosure [Line Items]
Shares Issued, Price Per Share	$ 10
Deferred Underwriting Fees Payable	$ 1,400,000
Units Issued During Period Shares New Issues	2,000,000
IPO [Member]
Commitments And Contingencies Disclosure [Line Items]
Shares Issued, Price Per Share	$ 10
Deferred Underwriting Fees Payable	$ 9,150,000
Units Issued During Period Shares New Issues	15,500,000
Underwriter Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Option for underwriters to purchase additional units term		45 days
Additional Units That Can Be Purchased To Cover Over Allotments		2,325,000
Underwriter Agreement [Member] | Over-Allotment Option [Member]
Commitments And Contingencies Disclosure [Line Items]
Deferred Underwriting Fees Payable	$ 400,000
Underwriter Agreement [Member] | IPO [Member]
Commitments And Contingencies Disclosure [Line Items]
Underwriting Discount Per Unit	$ 0.2
Cash Underwriting Discount	$ 3,100,000
Reimbursement from Underwriters for Payment to Additional Parties	465,000
Deferred Underwriting Fees Payable	$ 8,750,000
Deferred Underwriting Commissions Per Unit	$ 0.5
Underwriter Agreement [Member] | Initial Public Offer And Overallotement [Member]
Commitments And Contingencies Disclosure [Line Items]
Deferred Underwriting Fees Payable	$ 9,150,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - $ / shares		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Preferred Stock Shares Authorized	1,000,000	1,000,000	1,000,000
Period to exercise warrants after business combination	30 days
Period to exercise warrants after closing of proposed public offering	12 months
Notice period to redeem warrants	30 days
Temporary Equity, Shares Authorized	17,500,000	17,500,000	17,500,000
Public Warrants [Member]
Class of Warrant or Right, Outstanding	8,750,000	8,750,000	8,750,000
Private Placement Warrants [Member]
Class of Warrant or Right, Outstanding	442,500	442,500	442,500
Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds Or Equals To Eighteen Dollars Per Share [Member] | Public Warrants [Member]
Class of warrant redemption price	$ 0.01	$ 0.01
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Common Class A [Member]
Common Stock Shares Authorized	60,000,000	60,000,000	60,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	885,000	885,000	885,000
Common Stock Shares Outstanding	885,000	885,000	885,000
Temporary Equity, Shares Authorized	17,500,000	17,500,000	17,500,000
Common Class A [Member] | Public Warrants [Member]
Shares Issued Price Per Share	$ 18	$ 18
Percentage of Adjustment of Redemption Trigger Price	180%	180%
Common Class A [Member] | Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Threshold trading days	20 days
Shares Issued Price Per Share	$ 9.2	$ 9.2
Proceeds to be used for effecting business combination as a percentage of total proceeds	60%
Volume weighted average price per share	$ 9.2	$ 9.2
Adjusted Exercise Price of Warrants Percentage	115%	115%
Common Class A [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds Or Equals To Eighteen Dollars Per Share [Member] | Public Warrants [Member]
Share Price	$ 18	$ 18
Common Class B [Member]
Common Stock Shares Authorized	10,000,000	10,000,000	10,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	4,596,250	4,596,250	4,596,250
Common Stock Shares Outstanding	4,596,250	4,596,250	4,596,250
Sponsor [Member] | Common Class A [Member]
Share Price	$ 12	$ 12
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Sponsor [Member] | Common Class B [Member]
Common Stock Voting Rights	one vote
Common Stock Shares Outstanding	4,679,125	4,679,125
Percentage of common stock issued and outstanding	20%	20%

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Company's Liabilities That are Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities	$ 178,791,405	$ 178,499,615