Bitcoin Depot (BTM) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	GSR II Meteora Acquisition Corp.
Entity Central Index Key	0001901799
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Entity Address, State or Province	FL
Entity Tax Identification Number	87-3203989
Entity Address, Address Line One	840 Park Drive East
Entity Address, City or Town	Boca Raton
Entity Address, Postal Zip Code	33432
City Area Code	561
Local Phone Number	532-4682
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	GSRM
Security Exchange Name	NASDAQ
Entity File Number	001-41305
Entity Incorporation, State or Country Code	DE
Units, each consisting of one share of Class A common stock, one warrant and one-sixteenth of one right [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, one warrant and one-sixteenth of one right
Trading Symbol	GSRMU
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	GSRMW
Security Exchange Name	NASDAQ
Rights, each whole right entitling the holder to receive one share of Class A common stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights, each whole right entitling the holder to receive one share of Class A common stock
Trading Symbol	GSRMR
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		31,625,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,906,250

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,759,287	$ 44,739
Prepaid expenses	923,011	0
Total current assets	2,682,298	44,739
Deferred offering costs associated with initial public offering		350,201
Investments held in Trust Account	320,766,990
Total Assets	323,449,288	394,940
Current liabilities:
Accounts payable	8,215
Accrued expenses	70,000	300,000
Franchise tax payable	50,050	905
Note payable—related party		80,000
Total current liabilities	128,265	380,905
Commitments and Contingencies (Note 6)
Class A common stock, 100,000,000 shares authorized; 31,625,000 and -0- shares subject to possible redemption at $10.15 per share as of March 31, 2022 and December 31, 2021, respectively	320,993,750	0
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	2,776,657	24,209
Accumulated deficit	(450,175)	(10,965)
Total stockholders' equity	2,327,273	14,035
Total Liabilities and Stockholders' Equity	323,449,288	394,940
Common Class A [Member]
Stockholders' Equity:
Common Stock	0	0
Common Class B [Member]
Stockholders' Equity:
Common Stock	$ 791	$ 791

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares authorized	100,000,000	100,000,000
Temporary equity, shares outstanding	31,625,000	0
Temporary equity, redemption price per share	$ 10.15	$ 10.15
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,906,250	7,906,250
Common stock, shares outstanding	7,906,250	7,906,250

Condensed Statement of Operatio

Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
General and administrative expenses	$ 162,637
Franchise tax expenses	49,813
Loss from operations	(212,450)
Other expense:
Change in value of investments held in Trust Account	(226,760)
Total other expense	(226,760)
Net loss	(439,210)
Common Class A [Member]
Other expense:
Net loss	$ 11,119,824
Weighted average shares outstanding | shares	10,893,056
Basic and diluted net income (loss) per share | $ / shares	$ 1.02
Common Class B [Member]
Other expense:
Net loss	$ (11,559,034)
Weighted average shares outstanding | shares	7,906,250
Basic and diluted net income (loss) per share | $ / shares	$ (1.46)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2022 - USD ($)	Total	Common Class B [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021	$ 14,035		$ 791	$ 24,209	$ (10,965)
Beginning Balance (Shares) at Dec. 31, 2021			7,906,250
Sale of private placement warrants to Sponsor in private placement	12,223,750			12,223,750
Fair value of warrants and rights included in the Units sold in the Initial Public Offering	9,111,953			17,710,000
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering (net of reimbursement from underwriter)	(135,698)			(135,698)
Accretion for Class A common stock to redemption amount	(18,447,557)			(27,045,604)
Net loss	(439,210)	$ (11,559,034)			(439,210)
Ending Balance at Mar. 31, 2022	$ 2,327,273		$ 791	$ 2,776,657	$ (450,175)
Ending Balance (Shares) at Mar. 31, 2022			7,906,250

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2022USD ($)
Cash Flows from Operating Activities:
Net loss	$ (439,210)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in value of investments held in Trust Account	226,760
Changes in operating assets and liabilities:
Prepaid expenses	(923,011)
Accounts payable	8,215
Accrued expenses	(10,000)
Franchise tax payable	49,145
Net cash used in operating activities	(1,088,101)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(320,993,750)
Net cash used in investing activities	(320,993,750)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	161,543
Repayment of note payable to related party	(241,543)
Proceeds received from initial public offering, gross	316,250,000
Proceeds received from private placement	12,223,750
Offering costs paid (net of reimbursement from underwriter)	(4,597,351)
Net cash provided by financing activities	323,796,399
Net change in cash	1,714,548
Cash - beginning of the period	44,739
Cash - end of the period	1,759,287
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	70,000
Reversal of accrued offering costs	$ (290,000)

Description of Organization, Bu

Description of Organization, Business Operations And Liquidity	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations And Liquidity	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY GSR II Meteora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on October 14, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activity through March 31, 2022 relates to the Company’s formation and the Company’s initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income The Company’s sponsor is GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 24, 2022. On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 4,125,000 Units as a result of the underwriter’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 12,223,750 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $321.0 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 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 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of the business combination marketing fee held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.15 per Public Share). The per-share amount to The Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated 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 law, or the Company decides to obtain stockholder approval for business or legal 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. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders will not be entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination The Company has 15 months from the closing of the Initial Public Offering, or June 1, 2023, to complete the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, the Company may, but is additional one-month periods If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 16 months, 17 months or 18 months, as applicable if the time to complete the initial Business Combination has been extended in accordance with the procedures described above) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable The initial stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to the business combination marketing fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2022, the Company had approximately $1.8 million in cash, and working capital of approximately $2.6 million (tak ing 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 5), and loan proceeds from the Sponsor of approximately $242,000 under the Note (as defined in Note 5). The Company repaid the Note in full on March 4, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on 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 are not determinable as of the date of these unaudited condensed 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement a one-time charge additional paid-in capital additional paid-in capital. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome. In order to determine the net income (loss) attributable to both the Class A and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares, including the accretion of Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net of offering costs, and the redemption value of the redeemable shares of $10.15 per share. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A and Class B common stock for the three months ended March 31, 2022. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. 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 common stock: For The Three Months Ended Net loss $ (439,210 ) Accretion of redeemable common stock to redemption amount (27,045,604 ) Net loss including accretion of temporary equity to redemption value $ (27,484,814 ) For The Three Months Ended Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 27,045,604 — Net income (loss) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares outstanding 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 1.02 $ (1.46 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 March 31, 2022 and 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 March 31, 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt 470-20) and 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 Units, including the issuance of 4,125,000 Units as a result of the underwriter’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16)

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 12,223,750 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2021, the Sponsor paid $25,000 to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On December 28, 2021, the Company effected a 1.10-for-1 stock split a 5-for-4 stock The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 1, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,031,250 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period On February 16, 2022, the Sponsor transferred 20,000 shares to each of the independent directors. The independent directors agreed that such shares would not vest until and unless the last reported closing price of the Class A common stock (or the equivalent security following the Business Combination) of the Company or applicable successor exceeds $10.00 per share for twenty days during any thirty-day period Related Party Loans On November 16, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured 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 would 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 warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On February 24, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor $66,666 per month for office space, utilities and secretarial and administrative support made available to the Company through the earlier of consummation of the initial Business Combination and the Company’s liquidation. The Company incurred $66,666 in connection with such fees during the three months ended March 31, 2022 reported within general and administrative expenses in the accompanying statement of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred

Commitments And Contingencies

Commitments And Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of 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) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $6.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter reimbursed the Company for certain of the Company’s expenses for an aggregate of approximately $2.3 million upon closing of the Initial Public Offering. Business Combination Marketing Agreement On February 24, 2022, the Company entered into a business combination marketing agreement (the “Business Combination Marketing Agreement”) to engage the underwriter, Oppenheimer & Co., as advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay Oppenheimer & Co. a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $11.1 million in the aggregate (the “Marketing Fees”). The Marketing Fees will become payable to Oppenheimer & Co. from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. As of March 31, 2022, the Company determined that a Business Combination is not considered probable. No liability will be recorded for such Marketing Fee until it becomes probable that the fee will be paid. If the fee is determined to be a transaction cost for the Business Combination then the amount payable to the underwriter may be accounted for as an expense in the period the liability is recorded.

Redeemable Class A Common Stock

Redeemable Class A Common Stock and Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Redeemable Class A Common Stock and Stockholders' Equity	NOTE 7. REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock were s Class A Common Stock were s Class B Common Stock Holders of the Class B common stock will have the right to appoint all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, except as required by law or stock exchange rule; provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock, will equal, in the aggregate, on an as-converted basis, 20% Rights , Warrants , the The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemption of warrants. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, within a 30-trading day period The “fair market value” of Class A common stock shall mean the volume weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants, except as otherwise set forth herein that: (1) they will not be redeemable by the Company; (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders thereof on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights. No fractional shares of Class A common stock will be issued upon exercise of the warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an initial 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 respect to such warrants. Accordingly, the warrants may expire worthless.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.
Redeemable Class A Common Stock	Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement a one-time charge additional paid-in capital additional paid-in capital.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome. In order to determine the net income (loss) attributable to both the Class A and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares, including the accretion of Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net of offering costs, and the redemption value of the redeemable shares of $10.15 per share. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between Class A and Class B common stock for the three months ended March 31, 2022. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. 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 common stock: For The Three Months Ended Net loss $ (439,210 ) Accretion of redeemable common stock to redemption amount (27,045,604 ) Net loss including accretion of temporary equity to redemption value $ (27,484,814 ) For The Three Months Ended Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 27,045,604 — Net income (loss) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares outstanding 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 1.02 $ (1.46 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 March 31, 2022 and 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 March 31, 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt 470-20) and 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Basic and Diluted Net Loss Per 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 common stock: For The Three Months Ended Net loss $ (439,210 ) Accretion of redeemable common stock to redemption amount (27,045,604 ) Net loss including accretion of temporary equity to redemption value $ (27,484,814 ) For The Three Months Ended Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 27,045,604 — Net income (loss) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares outstanding 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 1.02 $ (1.46 )

Description of Organization, _2

Description of Organization, Business Operations And Liquidity - Additional Information (Detail) - USD ($)	Mar. 01, 2022	Nov. 16, 2021	Mar. 31, 2022
Entity incorporation, date of incorporation			Oct. 14, 2021
Proceeds from initial public offering			$ 316,250,000
Proceeds from Issuance of Warrants			$ 12,223,750
Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust Account			80.00%
Net tangible assets			$ 5,000,001
Threshold percentage of public shares subject to redemption without the company prior written consent			15.00%
Obligation to redeem public shares if entity does not complete a business combination percentage			100.00%
Months to complete acquisition			15 months
Maximum period to complete acquisition			17 months
Dissolution expenses			$ 100,000
Cash and cash equivalents at carrying value			1,800,000
Working capital			2,600,000
Franchise tax payable, earned from interest income investment held in trust account			50,000
Proceeds from related party debt			161,543
Sponsor [Member]
Stock Issued During Period, Value, New Issues			25,000
Sponsor [Member] | Warrant [Member]
Debt conversion			$ 1,500,000
Sponsor [Member] | Promissory Note [Member]
Debt instrument maturity date		Mar. 4, 2022
Proceeds from related party debt		$ 242,000
Minimum [Member]
Period within which Business combination shall be completed from the closing of initial public offer			15 months
Maximum period to complete acquisition			16 months
Maximum [Member]
Period within which Business combination shall be completed from the closing of initial public offer			18 months
Maximum period to complete acquisition			18 months
Business Combination [Member]
Business acquisition, percentage of voting interests acquired			50.00%
Common Class A [Member]
Cash deposited in restricted assets for extending business combination completion period, per share value			$ 0.033
Cash deposited in restricted assets for extending business combination completion period amount			$ 1,043,625
IPO [Member]
Shares issued, price per share			$ 10.15
Stock Issued During Period, Value, New Issues			$ 321,000,000
IPO [Member] | Common Class A [Member]
Stock issued during period, shares new issues	31,625,000
Shares issued, price per share	$ 10
Proceeds from initial public offering	$ 316,300,000
Offering cost	$ 4,700,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, shares new issues	4,125,000
Private Placement [Member] | Private Placement Warrants [Member]
Proceeds from initial public offering			$ 12,223,750
Price of warrant			$ 1
Proceeds from Issuance of Warrants			$ 12,200,000
Additional issuance of warrants			1,043,625

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	$ (439,210)
Accretion of redeemable common stock to redemption amount	(27,045,604)
Net loss including accretion of temporary equity to redemption value	(27,484,814)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(27,484,814)
Accretion of common stock to redemption value	(27,045,604)
Net income (loss)	(439,210)
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	11,119,824
Accretion of redeemable common stock to redemption amount	27,045,604
Net loss including accretion of temporary equity to redemption value	(15,925,780)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(15,925,780)
Accretion of common stock to redemption value	27,045,604
Net income (loss)	$ 11,119,824
Denominator:
Basic and diluted weighted average shares outstanding | shares	10,893,056
Basic and diluted net income (loss) per share | $ / shares	$ 1.02
Common Class B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	$ (11,559,034)
Accretion of redeemable common stock to redemption amount	0
Net loss including accretion of temporary equity to redemption value	(11,559,034)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(11,559,034)
Accretion of common stock to redemption value	0
Net income (loss)	$ (11,559,034)
Denominator:
Basic and diluted weighted average shares outstanding | shares	7,906,250
Basic and diluted net income (loss) per share | $ / shares	$ (1.46)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cash, FDIC Insured Amount	$ 250,000
Cash equivalents	$ 0	$ 0
Restricted investments, Term	185 days
Class of warrant or right, Number of securities called by warrants or rights	1,976,562
Unrecognized tax benefits	$ 0	0
Unrecognized tax benefits, Income tax penalties and interest accrued	$ 0	$ 0
Private Placement Warrants [Member]
Class of warrant or right, Number of securities called by warrants or rights	43,848,750
Common Class A [Member]
Temporary equity, redemption price per share	$ 10.15	$ 10.15
Common Class A [Member] | Initial Public Offering Including Over Allotment Option [Member]
Stock issued during period, Shares, New issues	31,625,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 01, 2022	Mar. 31, 2022
Proceeds from issuance initial public offering		$ 316,250,000
Offering costs		$ 4,597,351
IPO [Member]
Shares issued, Price per share		$ 10.15
Common Class A [Member] | Public Warrant [Member]
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Common Class A [Member] | IPO [Member]
Stock issued during period, Shares, New issues	31,625,000
Shares issued, Price per share	$ 10
Proceeds from issuance initial public offering	$ 316,300,000
Offering costs	$ 4,700,000
Common stock, Conversion basis	Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16) of one Right.
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period, Shares, New issues	4,125,000

Private Placement - Additional

Private Placement - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Sale of private placement warrants	1,976,562
Proceeds from Issuance of Warrants | $	$ 12,223,750
Private Placement Warrants [Member]
Sale of private placement warrants	43,848,750
Private Placement Warrants [Member] | Private Placement [Member]
Sale of private placement warrants	12,223,750
Price of warrant | $ / shares	$ 1
Proceeds from Issuance of Warrants | $	$ 12,200,000
Private Placement Warrants [Member] | Common Class A [Member]
Exercise price of warrant | $ / shares	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 01, 2022	Feb. 24, 2022	Feb. 16, 2022	Jan. 20, 2022	Dec. 28, 2021	Nov. 16, 2021	Mar. 31, 2022
Proceeds from Related Party Debt							$ 161,543
Selling, General and Administrative Expenses from Transactions with Related Party							66,666
Working Capital Loan [Member]
Debt Instrument Convertible Into Warrants						$ 1,500,000
Debt Instrument Conversion Price						$ 1
Due to Related Parties Current							0
Office Space, Administrative And Support Services [Member]
Related Party Transaction, Amounts of Transaction		$ 66,666
Promissory Note [Member] | Sponsor [Member]
Debt Instrument, Face Amount						$ 300,000
Debt Instrument Interest Rate						0.00%
Proceeds from Related Party Debt						$ 242,000
Debt Instrument, Maturity Date						Mar. 4, 2022
Founder Shares [Member]
stock-based compensation expense							$ 0
Founder Shares [Member] | Over-Allotment Option [Member]
Common stock, threshold percentage on conversion of shares	20.00%
Founder Shares [Member] | Sponsor [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250
Independent Directors [Member] | Founder Shares [Member] | Sponsor [Member]
Stock Issued During Period, Shares, New Issues			20,000
Common Class B [Member]
Stockholders' Equity Note, Stock Split				5-for-4	1.10-for-1
Shares, Outstanding				7,906,250	6,325,000
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250						1,031,250
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Stock Issued During Period, Shares, Issued for Services						25,000
Stock Issued During Period, Value, Issued for Services						$ 5,750,000
Shares Issued, Price Per Share						$ 0.0001
Common Class A [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	4,125,000
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member]
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
Common Class A [Member] | Share Price More Than Or Equals To USD Ten [Member] | Sponsor [Member]
Share transfer, trigger price per share			$ 10
Number of consecutive trading days for determining share price			20 days
Number of trading days for determining share price			30 days

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail) - USD ($)	Feb. 24, 2022	Mar. 31, 2022
Business Combination Marketing Agreement [Member] | Oppenheimer Co [Member]
Percentage of gross proceeds of the Initial Public Offering during Business combination	3.50%
Business Combination, Consideration Transferred	$ 11,100,000
Business Combination, Consideration Transferred, Liabilities Incurred		$ 0
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Over allotment option period		45 days
Stock Issued During Period Shares		4,125,000
IPO [Member] | Underwriting Agreement [Member]
Underwriting discount paid per unit		$ 0.20
Deferred Underwriting Commissions Non-current		$ 6,300,000
Underwriting Expense Paid		$ 2,300,000

Redeemable Class A Common Sto_2

Redeemable Class A Common Stock and Stockholders' Equity - Additional Information (Detail) - $ / shares	Mar. 01, 2022	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, par or stated value per share		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Percentage of total number of shares issued in the Initial Public Offering		20.00%
Number of warrants or rights outstanding		1,976,562
Shares, Issued		0
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price adjustment percentage higher of market value		115.00%
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share redemption trigger price		$ 18
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		31,625,000
Warrants exercisable term from the date of completion of business combination		30 days
Exercise price of warrants or rights		$ 11.50
Warrants and rights outstanding, Term		5 years
Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding			12,223,750
Common Class A [Member]
Class of Stock [Line Items]
Temporary equity, shares outstanding		31,625,000	0
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Common stock, shares authorized		100,000,000	100,000,000
Common stock, shares issued		0	0
Common stock, shares outstanding		0	0
Class of warrants, redemption notice period		30 days
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Stock [Line Items]
Exercise price of warrants or rights		$ 9.20
Share redemption trigger price		$ 9.20
Minimum percentage gross proceeds required from issuance of equity		60.00%
Class of warrant or right, minimum notice period for redemption		20 days
Common Class A [Member] | Share Price Equal or Less Ten point Zero Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price adjustment percentage higher of market value		180.00%
Common Class A [Member] | Private Placement Warrants [Member]
Class of Stock [Line Items]
Exercise price of warrants or rights		$ 11.50
Common Class A [Member] | Redemption of Warrants [Member]
Class of Stock [Line Items]
Class of warrants, redemption notice period		10 days
Common Class A [Member] | Redemption of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants, redemption price per unit		$ 0.01
Class of warrants, redemption notice period		30 days
Share price		$ 18
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock conversion basis		one vote
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Common stock, shares authorized		20,000,000	20,000,000
Common stock, shares issued		7,906,250	7,906,250
Common stock, shares outstanding		7,906,250	7,906,250
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250	1,031,250
Percentage of common stock issued and outstanding after the initial public offering		20.00%