Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | TASTEMAKER ACQUISITION CORP. | |
Entity Central Index Key | 0001821606 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 501 Madison Avenue | |
Entity Address, Address Line Two | Floor 12 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 616-9600 | |
Entity File Number | 001-39858 | |
Entity Tax Identification Number | 85-2478126 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Member 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 | TMKRU | |
Security Exchange Name | NASDAQ | |
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 | TMKR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | TMKRW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 17,776 | $ 181,220 |
Accrued interest receivable | 226,928 | 0 |
Prepaid expenses and other | 163,383 | 259,396 |
Total current assets | 408,087 | 440,616 |
Investments held in Trust Account | 278,948,720 | 278,820,318 |
Total Assets | 279,356,807 | 279,260,934 |
Current liabilities: | ||
Accounts payable | 132,254 | 13,474 |
Income tax payable | 21,048 | 0 |
Franchise tax payable | 99,178 | 137,049 |
Accrued expenses | 238,350 | 178,350 |
Convertible promissory note—related party | 18,700 | |
Total current liabilities | 509,530 | 328,873 |
Deferred underwriting fee payable | 10,350,000 | 10,350,000 |
Warrant liabilities | 1,800,000 | 11,250,000 |
Total liabilities | 12,659,530 | 21,928,873 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 115,100 | 0 |
Accumulated deficit | (12,178,513) | (21,428,629) |
Total Stockholders' Deficit | (12,062,723) | (21,427,939) |
Total Liabilities and Stockholders' Deficit | 279,356,807 | 279,260,934 |
Common Class A | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value, subject to possible redemption; 27,600,000 shares at redemption value at June 30, 2022 and December 31, 2021 | 278,760,000 | 278,760,000 |
Stockholders' Deficit: | ||
Common Stock Value | 0 | 0 |
Common Class B | ||
Stockholders' Deficit: | ||
Common Stock Value | $ 690 | $ 690 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 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 |
Class A Common Stock [Member] | ||
Temporary equity par value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Common stock, par value | $ 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 B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating and formation costs | $ 194,833 | $ 202,684 | $ 513,727 | $ 282,704 |
Expensed offering costs | 0 | 0 | 0 | 736,627 |
Franchise tax expense | 49,863 | 49,727 | 99,378 | 98,907 |
Loss from operations | (244,696) | (252,411) | (613,105) | (1,118,238) |
Unrealized gain on investments held in Trust Account | 411,042 | 6,458 | 418,068 | 46,032 |
Interest Income | 0 | 13 | 1 | 17 |
Change in fair value of warrant liabilities | 3,150,000 | (3,687,000) | 9,450,000 | 4,863,006 |
Change in fair value of convertible promissory note—related party | 10,800 | 16,200 | ||
Income (loss) before income taxes | 3,327,146 | (3,932,940) | 9,271,164 | 3,790,817 |
Income tax expense | (21,048) | (21,048) | ||
Net income (loss) | 3,306,098 | (3,932,940) | 9,250,116 | 3,790,817 |
Common Class A [Member] | ||||
Net income (loss) | $ 2,644,877 | $ (3,146,352) | $ 7,400,093 | $ 2,995,204 |
Basic weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 25,770,166 |
Diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 25,770,166 |
Basic net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Diluted net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Common Class B [Member] | ||||
Net income (loss) | $ 661,221 | $ (786,588) | $ 1,850,023 | $ 795,613 |
Basic weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,845,304 |
Diluted weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,845,304 |
Basic net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Diluted net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Balance Beginning at Dec. 31, 2020 | $ (81,670) | $ 24,310 | $ (106,670) | $ 0 | $ 690 |
Balance Beginning Shares at Dec. 31, 2020 | 0 | 6,900,000 | |||
Excess of cash received over fair value of private placement warrants | 348,000 | 348,000 | $ 0 | ||
Accretion of Class A common stock to redemption amount | (30,328,826) | (372,310) | (29,956,516) | ||
Net income | 7,723,757 | 7,723,757 | |||
Balance ending at Mar. 31, 2021 | (22,338,739) | 0 | (22,339,429) | $ 0 | $ 690 |
Balance ending Shares at Mar. 31, 2021 | 0 | 6,900,000 | |||
Net income | (3,932,940) | (3,932,940) | |||
Balance ending at Jun. 30, 2021 | (26,271,679) | 0 | (26,272,369) | $ 0 | $ 690 |
Balance ending Shares at Jun. 30, 2021 | 0 | 6,900,000 | |||
Balance Beginning at Dec. 31, 2021 | (21,427,939) | 0 | (21,428,629) | $ 0 | $ 690 |
Balance Beginning Shares at Dec. 31, 2021 | 0 | 6,900,000 | |||
Proceeds received in excess of initial fair value of convertible promissory note - related | 115,100 | 115,100 | |||
Net income | 5,944,018 | 5,944,018 | |||
Balance ending at Mar. 31, 2022 | (15,368,821) | 115,100 | (15,484,611) | $ 0 | $ 690 |
Balance ending Shares at Mar. 31, 2022 | 0 | 6,900,000 | |||
Balance Beginning at Dec. 31, 2021 | (21,427,939) | 0 | (21,428,629) | $ 0 | $ 690 |
Balance Beginning Shares at Dec. 31, 2021 | 0 | 6,900,000 | |||
Balance ending at Jun. 30, 2022 | (12,062,723) | 115,100 | (12,178,513) | $ 0 | $ 690 |
Balance ending Shares at Jun. 30, 2022 | 0 | 6,900,000 | |||
Balance Beginning at Mar. 31, 2022 | (15,368,821) | 115,100 | (15,484,611) | $ 0 | $ 690 |
Balance Beginning Shares at Mar. 31, 2022 | 0 | 6,900,000 | |||
Net income | 3,306,098 | 3,306,098 | |||
Balance ending at Jun. 30, 2022 | $ (12,062,723) | $ 115,100 | $ (12,178,513) | $ 0 | $ 690 |
Balance ending Shares at Jun. 30, 2022 | 0 | 6,900,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 9,250,116 | $ 3,790,817 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of convertible promissory note - related party | (16,200) | |
Expensed offering costs on issuance of Public Warrants | 0 | 736,627 |
Unrealized gain on investments held in Trust Account | (191,140) | (46,032) |
Change in fair value of warrant liabilities | (9,450,000) | (4,863,006) |
Changes in operating assets and liabilities: | ||
Accrued interest receivable | (226,928) | 0 |
Accounts payable | 118,780 | 0 |
Income tax payable | 21,048 | 0 |
Franchise tax payable | (37,871) | (11,348) |
Accrued expenses | 60,000 | 48,000 |
Prepaid expenses | 96,013 | (395,791) |
Net cash used in operating activities | (376,182) | (740,733) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (278,760,000) |
Proceeds from Trust Account for payment of franchise taxes | 62,738 | 0 |
Net cash provided by (used in) investing activities | 62,738 | (278,760,000) |
Cash Flows from Financing Activities: | ||
Repayment of promissory note | 0 | (195,000) |
Proceeds from Initial Public Offering, net of underwriter's discount paid | 0 | 270,480,000 |
Proceeds from sale of Private Placement Warrants | 0 | 8,700,000 |
Proceeds from convertible promissory note - related party | 150,000 | 0 |
Reimbursed offering costs | 0 | 1,352,400 |
Offering costs paid | 0 | (366,876) |
Net cash provided by financing activities | 150,000 | 279,970,524 |
Net change in cash | (163,444) | 469,791 |
Cash - beginning of period | 181,220 | 18,716 |
Cash - end of period | 17,776 | 488,507 |
Supplemental disclosure of noncash investing and financing activities: | ||
Excess of cash received over fair value of convertible promissory note - related party | 115,100 | 0 |
Accretion of Class A common stock subject to possible redemption at IPO date | 0 | 30,328,826 |
Deferred underwriting fee payable | 0 | 10,350,000 |
Reclassification of deferred offering costs to equity upon completion of the initial public offering | $ 0 | $ 172,970 |
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 Tastemaker Acquisition Corp. (the “Company” or “Tastemaker”) is a blank check company incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “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 from August 10, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public 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 The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 Private Placement Warrants (as defined in Note 4) at a price of $1.00 per Private Placement Warrant in the Private Placement (as defined in Note 4) to Tastemaker Sponsor, LLC (the “Sponsor”) generating gross proceeds of Following the closing of the Initial Public Offering on January 12, 2021, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the exercise of the underwriters’ over-allotment option in full, and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), 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 maturities of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Transaction costs related to the issuances described above amounted to $15,057,447, consisting of $5,520,000 of cash underwriting fees, $10,350,000 of deferred underwriting fees, and $539,847 of other offering costs, partially offset by reimbursed offering costs of $1,352,400. In addition, at June 30, 2022 and December 31, 2021, $17,776 and $181,220 of cash was held outside of the Trust Account and is available for working capital purposes, respectively. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of 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 an initial Business Combination. 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 is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, 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) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial The Company will have until January 12, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within 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 and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have 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 with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2022, the Company had $17,776 in cash held outside of the Trust Account and a working capital deficit of $101,443. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or for at least 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 and accrued liabilities, 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. Going Concern Consideration The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of June 30, 2022, will be not sufficient to allow the Company to operate until January 12, 2023, the date at which the Company must complete a Business Combination, which is less than one year from the issuance of the financial statements. If a Business Combination is not consummated by January 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K. Management continues to evaluate the impact of the COVID-19 |
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 condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. More significant accounting estimates included in the financial statements include the determination of the fair value of warrant liabilities, and the fair value of the Company’s related party loans, both of which are described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), the recurring valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the Sponsor Working Capital Loan (as defined in Note 5) require management to exercise significant judgement in its 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 not have any cash equivalents as of June 30, 2022 and December 31, 2021. As of June 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $17,776 and $181,220, respectively. Accrued interest receivable Accrued interest receivable relates to accrued interest income from assets held in the Trust Account that is not currently reflected in the Investments Held in Trust Account. This accrued interest income was received the following month from the current balance sheet date of June 30, 2022. Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Convertible Promissory Note—Related Party The Company accounts for the convertible promissory notes under ASC Topic 815. The Company has made the election under 815-15-25 non-cash Class A Common Stock Subject to Possible Redemption All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 As of June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (13,248,006 ) Issuance costs allocated to Class A common stock (14,320,820 ) Plus: Accretion of carrying value to redemption value 30,328,826 Class A common stock subject to possible redemption $ 278,760,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340-10-S99-1 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 The Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.6% and 0.2%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2021 was 0.0% and 0.0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate o primarily due to the recognition of gains or losses from the change in the fair value of warrant liabilities and derivative asset—forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share shares in the calculation of diluted income per share, or the effects of the convertible promissory note to since the exercise of the warrants and conversion of the promissory note is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net income (loss) $ 2,644,877 $ 661,221 $ (3,146,352 ) $ (786,588 ) $ 7,400,093 $ 1,850,023 $ 2,995,204 $ 795,613 Denominator: Basic and diluted weighted 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,770,166 6,845,304 Basic and diluted net income $ 0.10 $ 0.10 $ (0.11 ) $ (0.11 ) $ 0.27 $ 0.27 $ 0.12 $ 0.12 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
InitialPublicOffering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000, at $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-half |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,700,000 warrants at a price of $1.00 per warrant in a private placement (the “Private Placement Warrants”) to the Sponsor, generating gross proceeds of $8,700,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 10, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). In January 2021, the Company effected a 1:1.20 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock issued and outstanding. Effective upon consummation of the Initial Public Offering, the Sponsor collectively owns, on an as-converted The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Promissory Note—Related Party On August 10, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company received proceeds of $300,000 to cover expenses related to the Initial Public Offering. The promissory note was non-interest The outstanding balance under the promissory note o Related Party Loans 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (the “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 $1,500,000 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. On March 22, 2022, the Company entered into a working capital loan with the Sponsor (the “Sponsor Working Capital Loan”) in the amount of pursuant to which the Company received proceeds The Sponsor Working Capital Loan is non-interest bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the promissory note may be convertible into warrants at the option of the Sponsor at a price of per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022, the total amount drawn on the Working Capital Loan was The fair value option was elected (see Note 9) and, as such, the fair value of the Working Capital Loan is shown on the balance sheet as Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended June 30, 2022 and June 30, 2021, the Company incurred expenses of $30,000 and $30,000, respectively. During the six months ended June 30, 2022 and June 30, 2021, the Company incurred expenses of $60,000 and $48,000, respectively. These expenses are recorded in Accrued expenses in the balance sheets. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $5,520,000 in the aggregate. In addition, $0.375 per Unit, or $10,350,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Redeemable Warrants
Redeemable Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Redeemable Warrants | NOTE 7. REDEEMABLE WARRANTS Each whole redeemable warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The redeemable warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole redeemable warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable . The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Redeemable Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination. At June 30, 2022 and December 31, 2021, there were 13,800,000 Public Warrants and 8,700,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC Topic 815-40. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement re-measurement, |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted one-for-one |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets 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: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 278,948,720 $ 278,948,720 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,104,000 $ 1,104,000 $ — $ — Warrant liability – Private Placement Warrants $ 696,000 $ — $ 696,000 $ — Convertible promissory note—related party $ 18,700 $ — $ — $ 18,700 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 278,820,318 $ 278,820,318 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,900,000 $ 6,900,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,350,000 $ — $ 4,350,000 $ — The Company utilized a Monte Carlo simulation model for the initial valuation of The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon remaining The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the three and six months ended June 30, 2022. The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: At January 12, 2021 Stock price $ 10.00 Strike price $ 11.50 Probability of completing a Business Combination 90.0 % Expected life of the option to convert (in years) 6.6 Volatility 4.0% pre-merger 30.0% post-merger Risk-free rate 0.8 % Fair value of warrants $ 0.96 The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: As of June 30, As of December 31, As of June 30, Stock price $ 9.72 $ 9.89 $ 9.92 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 100.0 % 100.0 % 13.0 % Dividend yield — % — % — % Remaining term (in years) 6.1 5.6 5.5 Volatility 12.0 % 8.7 % 5.5 % Risk-free rate 1.1 % 1.3 % 3.0 % Fair value of warrants $ 0.75 $ 0.50 $ 0.08 The convertible promissory note—related party was valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair value of the convertible promissory note—related party was based on the following significant inputs: As of March 2, As of March 25, As of June 30, Warrant price $ 0.22 $ 0.23 $ 0.08 Conversion price $ 1.00 $ 1.00 $ 1.00 Expected term 0.45 0.38 0.53 Warrant volatility 79.0 % 77.0 % 91.6 % Risk free rate 0.6 % 0.8 % 2.5 % Discount rate 3.91 % 4.96 % 7.73 % Probability of completing a Business Combination 25.0 % 21.0 % 13.0 % Fair value convertible promissory note—related party $ 24,600 $ 10,300 $ 18,700 The Company recognized a gain on the change in fair value of convertible promissory note—related party of $10,800 and $16,200 in the condensed statement of operations for the three and six months ended June 30, 2022, respectively. The following tables present the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial measurement at January 12, 2021 8,352,000 13,248,006 21,600,006 Change in valuation inputs or other assumptions (3,306,000 ) (5,244,006 ) (8,550,006 ) Fair value as of March 31, 2021 5,046,000 8,004,000 13,050,000 Change in valuation inputs or other assumptions 1,479,000 2,208,000 3,687,000 Fair value as of June 30, 2021 $ 6,525,000 $ 10,212,000 $ 16,737,000 The Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of 1 Private Public Warrant Fair value as of December 31, 2021 $ 4,350,000 $ 6,900,000 $ 11,250,000 Change in valuation inputs or other assumptions (2,436,000 ) (3,864,000 ) (6,300,000 ) Fair value as of March 31, 2022 1,914,000 3,036,000 4,950,000 Change in valuation inputs or other assumptions (1,218,000 ) (1,932,000 ) (3,150,000 ) Fair value as of June 30, 2022 $ 696,000 $ 1,104,000 $ 1,800,000 The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $3,150,000 and $9,450,000 within change in fair value of warrant liabilities in the condensed statements of operations during the three and six months ended June 30, 2022, respectively. The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value at August 10, 2020 (inception) $ — Initial measurement of Public Warrants and Private Placement Warrants as of January 12, 2021 21,600,006 Change in fair value (8,550,006 ) Transfer of Public Warrants to Level 1 measurement (8,004,000 ) Transfer of Private Placement Warrants to Level 2 measurement (5,046,000 ) Initial measurement of draw on convertible promissory note—related party on March 2, 2022 24,600 Initial measurement of draw on convertible promissory note—related party on March 25, 2022 10,300 Change in fair value (5,400 ) Fair value as of March 31, 2022 29,500 Change in fair value (10,800 ) Fair value as of June 30, 2022 $ 18,700 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. 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. On July 21, 2022, the Company issued a convertible promissory note for proceeds of $ . The note matures on the earliest to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. The note is convertible into warrants at $ per warrant on terms identical to those of the Private Placement Warrants. On July 21, 2022, the |
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 condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income and expenses during the reporting period. More significant accounting estimates included in the financial statements include the determination of the fair value of warrant liabilities, and the fair value of the Company’s related party loans, both of which are described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), the recurring valuation of the Private Placement Warrants (as defined in Note 4), and the valuations for the Sponsor Working Capital Loan (as defined in Note 5) require management to exercise significant judgement in its 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 not have any cash equivalents as of June 30, 2022 and December 31, 2021. As of June 30, 2022 and December 31, 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $17,776 and $181,220, respectively. |
Accrued interest receivable | Accrued interest receivable Accrued interest receivable relates to accrued interest income from assets held in the Trust Account that is not currently reflected in the Investments Held in Trust Account. This accrued interest income was received the following month from the current balance sheet date of June 30, 2022. |
Investments Held In Trust Account | Investments Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Convertible Promissory Note—Related Party | Convertible Promissory Note—Related Party The Company accounts for the convertible promissory notes under ASC Topic 815. The Company has made the election under 815-15-25 non-cash |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable 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 As of June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (13,248,006 ) Issuance costs allocated to Class A common stock (14,320,820 ) Plus: Accretion of carrying value to redemption value 30,328,826 Class A common stock subject to possible redemption $ 278,760,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340-10-S99-1 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 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 The Company’s effective tax rate for the three and six months ended June 30, 2022 was 0.6% and 0.2%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2021 was 0.0% and 0.0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate o primarily due to the recognition of gains or losses from the change in the fair value of warrant liabilities and derivative asset—forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share shares in the calculation of diluted income per share, or the effects of the convertible promissory note to since the exercise of the warrants and conversion of the promissory note is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net income (loss) $ 2,644,877 $ 661,221 $ (3,146,352 ) $ (786,588 ) $ 7,400,093 $ 1,850,023 $ 2,995,204 $ 795,613 Denominator: Basic and diluted weighted 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,770,166 6,845,304 Basic and diluted net income $ 0.10 $ 0.10 $ (0.11 ) $ (0.11 ) $ 0.27 $ 0.27 $ 0.12 $ 0.12 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Basic And Diluted Earnings Per Share [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | As of June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (13,248,006 ) Issuance costs allocated to Class A common stock (14,320,820 ) Plus: Accretion of carrying value to redemption value 30,328,826 Class A common stock subject to possible redemption $ 278,760,000 |
Summary of Basic and Diluted Loss Per Ordinary Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net income (loss) $ 2,644,877 $ 661,221 $ (3,146,352 ) $ (786,588 ) $ 7,400,093 $ 1,850,023 $ 2,995,204 $ 795,613 Denominator: Basic and diluted weighted 27,600,000 6,900,000 27,600,000 6,900,000 27,600,000 6,900,000 25,770,166 6,845,304 Basic and diluted net income $ 0.10 $ 0.10 $ (0.11 ) $ (0.11 ) $ 0.27 $ 0.27 $ 0.12 $ 0.12 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of the company's financial assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets 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: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: Money Market investments $ 278,948,720 $ 278,948,720 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,104,000 $ 1,104,000 $ — $ — Warrant liability – Private Placement Warrants $ 696,000 $ — $ 696,000 $ — Convertible promissory note—related party $ 18,700 $ — $ — $ 18,700 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 278,820,318 $ 278,820,318 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,900,000 $ 6,900,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,350,000 $ — $ 4,350,000 $ — |
Summary of fair value measurement inputs and valuation techniques convertible promissory note related part | The convertible promissory note—related party was valued using a combination of Black-Scholes and Discounted Cash Flows methods, which is considered to be a Level 3 fair value measurement. The estimated fair value of the convertible promissory note—related party was based on the following significant inputs: As of March 2, As of March 25, As of June 30, Warrant price $ 0.22 $ 0.23 $ 0.08 Conversion price $ 1.00 $ 1.00 $ 1.00 Expected term 0.45 0.38 0.53 Warrant volatility 79.0 % 77.0 % 91.6 % Risk free rate 0.6 % 0.8 % 2.5 % Discount rate 3.91 % 4.96 % 7.73 % Probability of completing a Business Combination 25.0 % 21.0 % 13.0 % Fair value convertible promissory note—related party $ 24,600 $ 10,300 $ 18,700 |
Summary of change in the fair value of the derivative warrant liabilities | The following tables present the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2020 $ — $ — $ — Initial measurement at January 12, 2021 8,352,000 13,248,006 21,600,006 Change in valuation inputs or other assumptions (3,306,000 ) (5,244,006 ) (8,550,006 ) Fair value as of March 31, 2021 5,046,000 8,004,000 13,050,000 Change in valuation inputs or other assumptions 1,479,000 2,208,000 3,687,000 Fair value as of June 30, 2021 $ 6,525,000 $ 10,212,000 $ 16,737,000 |
Summary of change in fair value of warrant liabilities in the condensed statements of operating | The Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of 1 Private Public Warrant Fair value as of December 31, 2021 $ 4,350,000 $ 6,900,000 $ 11,250,000 Change in valuation inputs or other assumptions (2,436,000 ) (3,864,000 ) (6,300,000 ) Fair value as of March 31, 2022 1,914,000 3,036,000 4,950,000 Change in valuation inputs or other assumptions (1,218,000 ) (1,932,000 ) (3,150,000 ) Fair value as of June 30, 2022 $ 696,000 $ 1,104,000 $ 1,800,000 The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $3,150,000 and $9,450,000 within change in fair value of warrant liabilities in the condensed statements of operations during the three and six months ended June 30, 2022, respectively. |
Summary of the changes in the fair value of the Company | The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value at August 10, 2020 (inception) $ — Initial measurement of Public Warrants and Private Placement Warrants as of January 12, 2021 21,600,006 Change in fair value (8,550,006 ) Transfer of Public Warrants to Level 1 measurement (8,004,000 ) Transfer of Private Placement Warrants to Level 2 measurement (5,046,000 ) Initial measurement of draw on convertible promissory note—related party on March 2, 2022 24,600 Initial measurement of draw on convertible promissory note—related party on March 25, 2022 10,300 Change in fair value (5,400 ) Fair value as of March 31, 2022 29,500 Change in fair value (10,800 ) Fair value as of June 30, 2022 $ 18,700 |
Public Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of the significant inputs to the monte carlo simulation for the fair value of the public warrants | The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants: At January 12, 2021 Stock price $ 10.00 Strike price $ 11.50 Probability of completing a Business Combination 90.0 % Expected life of the option to convert (in years) 6.6 Volatility 4.0% pre-merger 30.0% post-merger Risk-free rate 0.8 % Fair value of warrants $ 0.96 |
Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Summary of the significant inputs to the monte carlo simulation for the fair value of the public warrants | The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: As of June 30, As of December 31, As of June 30, Stock price $ 9.72 $ 9.89 $ 9.92 Strike price 11.50 11.50 11.50 Probability of completing a Business Combination 100.0 % 100.0 % 13.0 % Dividend yield — % — % — % Remaining term (in years) 6.1 5.6 5.5 Volatility 12.0 % 8.7 % 5.5 % Risk-free rate 1.1 % 1.3 % 3.0 % Fair value of warrants $ 0.75 $ 0.50 $ 0.08 |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of months for business combination after initial public offering held in the trust account | 24 months | |||
Tangible assets required for business combination | $ 5,000,001 | |||
Maximum percentage of shares redeemed without prior consent from company | 15% | |||
Cash | $ 17,776 | $ 181,220 | ||
Proceeds from related party debt | 150,000 | $ 0 | ||
Cash available for working capital purposes | 17,776 | $ 181,220 | ||
Offering expenses | 15,057,447 | |||
Cash underwriting discount | 5,520,000 | |||
Deferred underwriting fee | 10,350,000 | |||
Other offering costs | $ 539,847 | |||
Equity method investment ownership percentage | 50% | |||
Reimbursement Of Offering Costs | $ 1,352,400 | |||
Trust Account [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock price per share | $ 10.1 | |||
Proceeds from issuance of Initial public offering | $ 278,760,000 | |||
Restricted investments maturity period | 185 days | |||
Related party loans [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from related party debt | 300,000 | |||
Founder shares [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, value, issued for services | 25,000 | |||
Liquidity and capital resources [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash | 17,776 | |||
Working capital | $ 101,443 | |||
Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Temporary equity redemption price per share | 10.1 | |||
Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock price per share | $ 10.1 | |||
Minimum interest on trust deposits eligible to pay dissolution expenses | $ 100,000 | |||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of new stock issued | 27,600,000 | |||
Proceeds from issuance of Initial public offering | $ 276,000,000 | |||
Offering expenses | 15,057,446 | |||
Cash underwriting discount | 5,520,000 | |||
Deferred underwriting fee | 10,350,000 | |||
Other offering costs | $ 539,846 | |||
IPO [Member] | Class A Common Stock | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of new stock issued | 27,600,000 | 27,600,000 | ||
Sale of stock price per share | $ 10 | |||
Proceeds from issuance of initial public offering | $ 276,000,000 | |||
Over-allotment option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of new stock issued | 3,600,000 | |||
Over-allotment option [Member] | Class A Common Stock | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of new stock issued | 3,600,000 | |||
Proposed offering units [Member] | Class A Common Stock | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of public shares redeemable on failure to acquire business within specified time | 100% | |||
Number of months for business combination after initial public offering held in the trust account | 24 months | |||
Private Placement Warrants | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from warrants issued | $ 8,700,000 | |||
Warrants issued during the period | 8,700,000 | |||
Warrants issued price per warrant | $ 1 | |||
Private Placement Warrants | Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from warrants issued | $ 8,700,000 | |||
Warrants issued during the period | 8,700,000 | |||
Warrants issued price per warrant | $ 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Plus: | |||
Accretion of carrying value to redemption value | $ 30,328,826 | ||
Common Class A [Member] | |||
Gross proceeds | $ 276,000,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (13,248,006) | ||
Issuance costs allocated to Class A common stock | (14,320,820) | ||
Plus: | |||
Accretion of carrying value to redemption value | $ 30,328,826 | ||
Class A common stock subject to possible redemption | $ 278,760,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income (loss) | $ 3,306,098 | $ (3,932,940) | $ 9,250,116 | $ 3,790,817 |
Common Class A [Member] | ||||
Numerator: | ||||
Net income (loss) | $ 2,644,877 | $ (3,146,352) | $ 7,400,093 | $ 2,995,204 |
Denominator: | ||||
Basic weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 25,770,166 |
Diluted weighted average shares outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 25,770,166 |
Basic net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Diluted net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Common Class B [Member] | ||||
Numerator: | ||||
Net income (loss) | $ 661,221 | $ (786,588) | $ 1,850,023 | $ 795,613 |
Denominator: | ||||
Basic weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,845,304 |
Diluted weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,845,304 |
Basic net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Diluted net income (loss) per share | $ 0.1 | $ (0.11) | $ 0.27 | $ 0.12 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Informatiom (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Effective income tax rate | 0.60% | 0% | 0.20% | 0% | ||
Federal deposit insurance corporation coverage limit | $ 250,000 | |||||
Cash | $ 17,776 | 17,776 | $ 181,220 | |||
Cash equivalents | $ 0 | 0 | $ 0 | |||
Offering expenses | 15,057,447 | |||||
Cash underwriting discount | 5,520,000 | |||||
Deferred underwriting fee | 10,350,000 | |||||
Other offering costs | $ 539,847 | |||||
Statutory income tax rate | 21% | |||||
Warrant [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount | 22,500,000 | |||||
Public Warrants [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Offering costs | $ 736,627 | |||||
IPO [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Offering expenses | 15,057,446 | |||||
Cash underwriting discount | 5,520,000 | |||||
Deferred underwriting fee | 10,350,000 | |||||
Other offering costs | 539,846 | |||||
Offering costs reimbursed to underwritters | 1,352,400 | |||||
Reduction in equity due to offering costs | $ 14,320,820 | |||||
Stock issued during period, shares, new issues | 27,600,000 | |||||
Common Class A [Member] | IPO [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||
Stock issued during period, shares, new issues | 27,600,000 | 27,600,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jan. 12, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||
Exercise price of warrants | $ 11.5 | ||
Shares issuable per warrant | 1 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Stock issued during the period Shares | 27,600,000 | ||
Gross proceeds from initial public offering | $ 276,000,000 | ||
IPO [Member] | Common Class A [Member] | |||
Stock issued during the period Shares | 27,600,000 | 27,600,000 | |
Over-allotment option [Member] | |||
Stock issued during the period Shares | 3,600,000 | ||
Share issue price | $ 10 | $ 10 | |
Over-allotment option [Member] | Common Class A [Member] | |||
Stock issued during the period Shares | 3,600,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Private Placement Warrants | |
Class of Stock [Line Items] | |
Warrants Issued During The Period | shares | 8,700,000 |
Proceeds from warrants issued | $ | $ 8,700,000 |
Warrants issued price per warrant | $ / shares | $ 1 |
Private Placement Warrants | Sponsor [Member] | |
Class of Stock [Line Items] | |
Warrants Issued During The Period | shares | 8,700,000 |
Proceeds from warrants issued | $ | $ 8,700,000 |
Warrants issued price per warrant | $ / shares | $ 1 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.5 |
Common Class A [Member] | Sponsor [Member] | |
Class of Stock [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Mar. 22, 2022 | Jan. 12, 2021 | Aug. 10, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||||
Working capital loan | $ 150,000 | $ 150,000 | |||||
Notes Payable, Related Parties, Current | $ 18,700 | $ 18,700 | |||||
Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Conversion Price Per Share | $ 1 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of founder shares to common stock outstanding after IPO | 20% | 20% | |||||
Sponsor [Member] | Office space secretarial and administrative services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||
Sponsor [Member] | Administrative Support Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred and paid | $ 30,000 | $ 30,000 | $ 60,000 | $ 48,000 | |||
Sponsor [Member] | Promisory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Conversion Price Per Share | $ 1 | ||||||
Sponsor [Member] | Related Party Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 195,000 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible Notes Payable, Current | $ 150,000 | ||||||
Proceeds from Convertible Debt | $ 150,000 | ||||||
Maximum [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | 1,500,000 | ||||||
Maximum [Member] | Sponsor [Member] | Related Party Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 300,000 | ||||||
Debt instrument maturity date | Mar. 31, 2021 | ||||||
Minimum [Member] | Sponsor [Member] | Related Party Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument maturity date | Jan. 12, 2021 | ||||||
Class B Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 6,900,000 | ||||||
Class B Common Stock | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of founder shares to common stock outstanding after IPO | 20% | 20% | |||||
Class B Common Stock | Founder shares [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares, issued for services | 5,750,000 | ||||||
Related party transaction, amounts of transaction | $ 25,000 | ||||||
Number of new stock issued | 6,900,000 | ||||||
Class A Common Stock | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of founder shares to common stock outstanding after IPO | 20% | 20% | |||||
Class A Common Stock | Share price equal or exceeds twelve rupees per dollar [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share Price | $ 12 | $ 12 | |||||
Common stock transfers restriction on number of days from the date of business combination | 150 days | ||||||
Class A Common Stock | Maximum [Member] | Share price equal or exceeds twelve rupees per dollar [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock transfers threshold trading days | 30 days | ||||||
Class A Common Stock | Minimum [Member] | Share price equal or exceeds twelve rupees per dollar [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock transfers threshold trading days | 20 days |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jan. 12, 2021 | Jun. 30, 2022 | |
Over-Allotment Option | ||
Loss Contingencies [Line Items] | ||
Expiration period for purchase of underwriting options | 45 days | |
Stock Issued During Period, Shares, New Issues | 3,600,000 | |
Stock Repurchased During Period, Shares | 3,600,000 | |
Shares Issued, Price Per Share | $ 10 | $ 10 |
Proceeds from Stock Options Exercised | $ 36,000,000 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Under writing discount rate | 0.375% | |
Deferred under writing fees | $ 10,350,000 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Under writing discount rate | 0.20% | |
Deferred under writing fees | $ 5,520,000 |
Redeemable Warrants - Additiona
Redeemable Warrants - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share price equal or exceeds Rs 18 per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants redemption price per unit | 0.01 | |
Number of days of notice to be given for the redemption of warrants | 30 days | |
Share Price | $ 18 | |
Number of consecutive trading days for determining the share price | 20 days | |
Number of trading days for determining the share price | 30 days | |
Share Price Equal or Less Rs 9.2 Per dollar [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right minimum notice period for redemption | 20 days | |
Exercise price of warrants | $ 9.2 | |
Class of warrant or right, exercise price adjustment percentage higher of market value. | 115% | |
Minimum gross proceeds required from issuance of equity | 60% | |
Share Redemption Trigger Price Per Share | $ 9.2 | |
Common Class A | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |
Exercise price of warrants | $ 11.5 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | |
Exercise price of warrants | $ 0.08 | $ 0.5 |
Class of Warrant or Right, Outstanding | 13,800,000 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | trading days | 30 days | |
Number of days of notice to be given for the redemption of warrants | 10 days | |
Warrants and Rights Outstanding | $ 8,700,000 | |
Redeemable Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Redeemable Warrants [Member] | Common Class A | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 11.5 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Sponsor [Member] | ||
Percentage of founder shares to common stock outstanding after IPO | 20% | |
Common Class A [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote | |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Common stock, shares issued | 27,600,000 | 27,600,000 |
Common stock, shares outstanding | 27,600,000 | 27,600,000 |
Common Class A [Member] | Sponsor [Member] | ||
Percentage of founder shares to common stock outstanding after IPO | 20% | |
Common Class B [Member] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote | |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Common Class B [Member] | Sponsor [Member] | ||
Percentage of founder shares to common stock outstanding after IPO | 20% |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of transfers between levels | $ 0 | ||||
Change in fair value of warrant liabilities | $ 3,150,000 | $ (3,687,000) | 9,450,000 | $ 4,863,006 | |
Convertible Promissory Note Related Party [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Gain on the change in fair value of convertible promissory note - related party | $ 10,800 | $ 16,200 | |||
Public Warrants | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Quoted price of warrants | $ 0.08 | $ 0.08 | $ 0.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the company's financial assets that are measured at fair value on a recurring basis (Detail) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Money Market investments [Member] | |||
Assets | |||
Investments held in Trust Account | $ 278,948,720 | $ 278,820,318 | |
Public Warrants [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | 1,104,000 | 6,900,000 | |
Private Placement Warrants [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | 696,000 | 4,350,000 | |
Convertible Promissory Note Related Party [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | 18,700 | $ 29,500 | |
Level 1 | Money Market investments [Member] | |||
Assets | |||
Investments held in Trust Account | 278,948,720 | 278,820,318 | |
Level 1 | Public Warrants [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | 1,104,000 | 6,900,000 | |
Level 2 | Private Placement Warrants [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | 696,000 | $ 4,350,000 | |
Level 3 | Convertible Promissory Note Related Party [Member] | |||
Liabilities | |||
Financial Liabilities Fair Value Disclosure | $ 18,700 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants (Detail) | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Jun. 30, 2021 $ / shares | Jan. 12, 2021 $ / shares |
Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price | $ 10 | |||
Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price | $ 10.1 | |||
Stock price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price | $ 10 | |||
Strike price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Strike price | 11.5 | |||
Probability of completing a Business Combination [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Probability of completing a Business Combination | 90 | |||
Dividend yield [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life of the option to convert (in years) | 6 years 7 months 6 days | |||
Remaining term (in years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected life of the option to convert (in years) | 5 years 6 months | 5 years 7 months 6 days | 6 years 1 month 6 days | |
Risk-free rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.8 | |||
Fair value of warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.96 | |||
Public Warrants [Member] | Volatility [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 4 | |||
Public Warrants [Member] | Volatility [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 30 | |||
Private Placement Warrants [Member] | Stock price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price | $ 9.92 | $ 9.89 | $ 9.72 | |
Private Placement Warrants [Member] | Strike price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Strike price | 11.5 | 11.5 | 11.5 | |
Private Placement Warrants [Member] | Probability of completing a Business Combination [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Probability of completing a Business Combination | 13 | 100 | 100 | |
Private Placement Warrants [Member] | Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 5.5 | 8.7 | 12 | |
Private Placement Warrants [Member] | Risk-free rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 3 | 1.3 | 1.1 | |
Private Placement Warrants [Member] | Fair value of warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0.08 | 0.5 | 0.75 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurement inputs and valuation techniques convertible promissory note related part (Detail) - Convertible Promissory Note Related Party [Member] - USD ($) | Jun. 30, 2022 | Mar. 25, 2022 | Mar. 02, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible debt, fair value disclosures | $ 18,700 | $ 10,300 | $ 24,600 |
Warrant price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 0.08 | 0.23 | 0.22 |
Conversion price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 1 | 1 | 1 |
Expected term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 0.53 | 0.38 | 0.45 |
Warrant volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 91.6 | 77 | 79 |
Risk free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 2.5 | 0.8 | 0.6 |
Discount rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | 7.73 | 4.96 | 3.91 |
Probability of completing a Business Combination [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, fair value disclosure | $ 13 | $ 21 | $ 25 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of change in the fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Change in valuation inputs or other assumptions | $ 3,150,000 | $ (3,687,000) | $ 9,450,000 | $ 4,863,006 | ||
Private Placement Warrants | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Fair value, beginning balance | 5,046,000 | |||||
Initial measurement at January 12, 2021 | 8,352,000 | |||||
Change in valuation inputs or other assumptions | 1,479,000 | (3,306,000) | ||||
Fair value, ending balance | 6,525,000 | 5,046,000 | 6,525,000 | |||
Public Warrants | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Fair value, beginning balance | 3,036,000 | $ 6,900,000 | 8,004,000 | 6,900,000 | ||
Initial measurement at January 12, 2021 | 13,248,006 | |||||
Change in valuation inputs or other assumptions | (1,932,000) | (3,864,000) | 2,208,000 | (5,244,006) | ||
Fair value, ending balance | 1,104,000 | 3,036,000 | 10,212,000 | 8,004,000 | 1,104,000 | 10,212,000 |
Warrant Liabilities [Member] | ||||||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||||||
Fair value, beginning balance | 4,950,000 | 11,250,000 | 13,050,000 | 11,250,000 | ||
Initial measurement at January 12, 2021 | 21,600,006 | |||||
Change in valuation inputs or other assumptions | (3,150,000) | (6,300,000) | 3,687,000 | (8,550,006) | ||
Fair value, ending balance | $ 1,800,000 | $ 4,950,000 | $ 16,737,000 | $ 13,050,000 | $ 1,800,000 | $ 16,737,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Warrant Liabilities in Condensed Statements of Operating (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in fair value of warrant liabilities in the condensed statements of operatingLine item [Line Items] | |||||||
Change in valuation inputs or other assumptions | $ 3,150,000 | $ (3,687,000) | $ 9,450,000 | $ 4,863,006 | |||
Private Placement Warrants | |||||||
Schedule of change in fair value of warrant liabilities in the condensed statements of operatingLine item [Line Items] | |||||||
Fair value, beginning balance | 1,914,000 | $ 4,350,000 | 4,350,000 | ||||
Change in valuation inputs or other assumptions | (1,218,000) | (2,436,000) | $ 8,550,006 | ||||
Fair value, ending balance | 696,000 | 1,914,000 | 696,000 | ||||
Public Warrants | |||||||
Schedule of change in fair value of warrant liabilities in the condensed statements of operatingLine item [Line Items] | |||||||
Fair value, beginning balance | 3,036,000 | 6,900,000 | 8,004,000 | 6,900,000 | |||
Change in valuation inputs or other assumptions | (1,932,000) | (3,864,000) | 2,208,000 | (5,244,006) | |||
Fair value, ending balance | 1,104,000 | 3,036,000 | 10,212,000 | 8,004,000 | 1,104,000 | 10,212,000 | 8,004,000 |
Warrant Liabilities | |||||||
Schedule of change in fair value of warrant liabilities in the condensed statements of operatingLine item [Line Items] | |||||||
Fair value, beginning balance | 4,950,000 | 11,250,000 | 13,050,000 | 11,250,000 | |||
Change in valuation inputs or other assumptions | (3,150,000) | (6,300,000) | 3,687,000 | (8,550,006) | |||
Fair value, ending balance | $ 1,800,000 | $ 4,950,000 | $ 16,737,000 | $ 13,050,000 | $ 1,800,000 | $ 16,737,000 | $ 13,050,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||||||
Change in fair value | $ (3,150,000) | $ 3,687,000 | $ (9,450,000) | $ (4,863,006) | ||
Convertible Promissory Note Related Party [Member] | ||||||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||||||
Transfer of Private Placement Warrants to Level 2 measurement | $ (5,046,000) | |||||
Initial measurement of draw on convertible promissory note - related party on March 2, 2022 | $ 24,600 | |||||
Initial measurement of draw on convertible promissory note - related party on March 25, 2022 | 10,300 | |||||
Change in fair value | (10,800) | (5,400) | ||||
Fair value, ending balance | 18,700 | 29,500 | 18,700 | |||
Public Warrants and Private Placement Warrants [Member] | ||||||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||||||
Initial measurement at January 12, 2021 | 21,600,006 | |||||
Private Placement [Member] | ||||||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||||||
Change in fair value | 1,218,000 | 2,436,000 | (8,550,006) | |||
Transfer of Public Warrants to Level 1 measurement | $ (8,004,000) | |||||
Fair value, ending balance | $ 696,000 | $ 1,914,000 | $ 696,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Jul. 22, 2022 | Jul. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||
Proceeds from convertible promissory note | $ 150,000 | $ 0 | ||
Promissory Note [Member] | Subsequent event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from convertible promissory note | $ 370,000 | |||
Debt Instrument Convertible Into Warrants | $ 375,000 | |||
Debt Instrument Conversion Price | $ 1 |