Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Lerer Hippeau Acquisition Corp. | |
Entity Central Index Key | 0001841948 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | LHAA | |
Security Exchange Name | NASDAQ | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-40168 | |
Entity Tax Identification Number | 86-1418494 | |
Entity Address, Address Line One | 100 Crosby Street | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10012 | |
City Area Code | 646 | |
Local Phone Number | 237-4837 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Class A common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,951,509 | |
Class B common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,566,546 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 298,462 | $ 625,442 |
Prepaid expenses | 469,275 | 530,528 |
Total current assets | 767,737 | 1,155,970 |
Investments held in Trust Account | 222,703,101 | 222,680,678 |
Total Assets | 223,470,838 | 223,836,648 |
Current liabilities: | ||
Accounts payable | 132,605 | 46,685 |
Accrued expenses | 214,534 | 172,000 |
Franchise tax payable | 64,160 | 194,023 |
Total current liabilities | 411,299 | 412,708 |
Deferred underwriting commissions | 7,793,165 | 7,793,165 |
Total liabilities | 8,204,464 | 8,205,873 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 22,266,185 shares issued and outstanding at redemption value of $10.00 per share at March 31, 2022 and December 31, 2021 | 222,661,850 | 222,661,850 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (7,396,102) | (7,031,701) |
Total stockholders' deficit | (7,395,476) | (7,031,075) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 223,470,838 | 223,836,648 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value | 557 | 557 |
Class A Non Redeemable Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value | $ 69 | $ 69 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 |
Temporary Equity, Shares Issued | 22,266,185 | 22,266,185 |
Redemption of stock price per share | $ 10 | $ 10 |
Temporary Equity, Par or Stated Value Per Share | 0.0001 | 0.0001 |
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 |
Common Class B [Member] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 5,566,546 | 5,566,546 |
Common Stock, Shares, Outstanding | 5,566,546 | 5,566,546 |
Class A Non Redeemable Common Stock [Member] | ||
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 685,324 | 685,324 |
Common Stock, Shares, Outstanding | 685,324 | 685,324 |
Statements Of Operations
Statements Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative expenses | $ 308,007 | $ 80,774 |
Administrative expenses - related party | 30,000 | 8,387 |
Franchise tax expenses | 48,817 | 32,672 |
Loss from operations | (386,824) | (121,833) |
Gain on investments held in Trust Account | 22,423 | 3,238 |
Net loss | $ (364,401) | $ (118,595) |
Common Class A [Member] | ||
Weighted average shares outstanding basic and diluted | 22,951,509 | 7,434,996 |
Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
Common Class B [Member] | ||
Weighted average shares outstanding basic and diluted | 5,566,546 | 5,183,529 |
Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] |
Balance Beginning at Dec. 31, 2020 | ||||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 24,425 | $ 575 | |||
Issuance of Class B common stock to Sponsor, Shares | 0 | 5,750,000 | ||||
Sale of private placement shares to Sponsor in private placement | 6,853,240 | 6,853,171 | $ 69 | |||
Sale of private placement shares to Sponsor in private placement, Shares | 685,324 | |||||
Forfeiture of Class B common stock | 18 | $ (18) | ||||
Forfeiture of Class B common stock, Shares | (183,454) | |||||
Accretion of Class A common stock subject to possible redemption | (12,877,432) | $ (6,877,614) | $ (5,999,818) | |||
Net loss | (118,595) | (118,595) | ||||
Balance Ending at Mar. 31, 2021 | (6,117,787) | (6,118,413) | $ 69 | $ 557 | ||
Balance Ending, Shares at Mar. 31, 2021 | 685,324 | 5,566,546 | ||||
Balance Beginning at Dec. 31, 2021 | (7,031,075) | (7,031,701) | $ 69 | $ 557 | ||
Balance Beginning, Shares at Dec. 31, 2021 | 685,324 | 5,566,546 | ||||
Forfeiture of Class B common stock, Shares | 0 | |||||
Net loss | (364,401) | (364,401) | ||||
Balance Ending at Mar. 31, 2022 | $ (7,395,476) | $ (7,396,102) | $ 69 | $ 557 | ||
Balance Ending, Shares at Mar. 31, 2022 | 685,324 | 5,566,546 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (364,401) | $ (118,595) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on investments held in Trust Account | (22,423) | (3,238) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 61,253 | (883,372) |
Accounts payable | 85,920 | 943,568 |
Accrued expenses | 42,534 | 4,321 |
Franchise tax payable | (129,863) | 32,672 |
Net cash used in operating activities | (326,980) | (24,644) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (222,661,850) | |
Net cash used in investing activities | (222,661,850) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (65,093) | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds received from initial public offering | 222,661,850 | |
Proceeds received from private placement | 6,853,240 | |
Offering costs paid | (4,630,880) | |
Net cash provided by financing activities | 224,844,117 | |
Net increase in cash | (326,980) | 2,157,623 |
Cash - beginning of the period | 625,442 | |
Cash - end of the period | $ 298,462 | 2,157,623 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accounts payable | 318,294 | |
Offering costs included in accrued expenses | 70,000 | |
Offering costs paid by related party under promissory note | 65,093 | |
Deferred underwriting commissions in connection with the initial public offering | $ 7,793,165 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description Lerer Hippeau Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from January 12, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since 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 generates non-operating The Company’s sponsor is LHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 shares of Class A common stock, including the issuance of 2,266,185 shares of Class A common stock as a result of the underwriters’ partial exercise of their over-allotment option, (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 685,324 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $222.7 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and are invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. The Company will provide the holders of the 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 held in the Trust Account (anticipated to be $10.00 per Public Share). The per-share Amended and Restated 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 and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023, or during any extended period of time that it may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (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 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply 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”). The Company seeks 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 for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2022, the The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), a The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds currently available to operate the business prior to the initial Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, its officers or directors or their affiliates. The Company’s Sponsor, officers and directors, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 9, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to complete a Business Combination prior to the mandatory liquidation date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 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, 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 an emerging growth 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 condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs. Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. As part of the Private Placement, the Company issued 685,324 Private Placement Shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination. They are also considered non-redeemable Under ASC 480-10-S99, paid-in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” 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. FASB 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For The Three Months Ended For The Period From Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss (293,272 ) (71,129 ) (69,878 ) (48,717 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 7,434,996 5,183,529 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 Public Shares, including the issuance of 2,266,185 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per share, generating gross proceeds of approximately $222.7 million, and incurring offering costs of approximately $12.9 million, inclusive of approximately $7.8 million in deferred underwriting commissions. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On January 20, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriters their The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the 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 Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest The In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of March 31, 2022 Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket reviews are |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5-Commitments Registration Rights The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $7.8 million in the aggregate , Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6-Class The Company’s Class A common stock sold in the Initial Public Offering features The Class A common stock subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled on the following table: Gross proceeds $ 222,661,850 Less: Offering costs allocated to Class A common stock subject to possible redemption (12,877,432 ) Plus: Accretion on Class A common stock subject to possible redemption amount 12,877,432 Class A common stock subject to possible redemption $ 222,661,850 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7-Stockholders’ Preferred Stock - Class A Common Stock - Class B Common Stock - issued was Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8-Fair The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,703,101 $ — $ — December 31, 2021 Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,680,678 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels during the three months ended March 31, 2022 and 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9-Subsequent The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require recognition or adjustments to the disclosures in the condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 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, 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 an emerging growth 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 condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs. |
Class A Common Stock Shares Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. As part of the Private Placement, the Company issued 685,324 Private Placement Shares to the Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination. They are also considered non-redeemable Under ASC 480-10-S99, paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” 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. FASB 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For The Three Months Ended For The Period From Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss (293,272 ) (71,129 ) (69,878 ) (48,717 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 7,434,996 5,183,529 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) |
Recent Accounting Pronouncement | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net loss per share for each class of common stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For The Three Months Ended For The Period From Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss (293,272 ) (71,129 ) (69,878 ) (48,717 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 7,434,996 5,183,529 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the accompanying condensed balance sheets is reconciled on the following table: Gross proceeds $ 222,661,850 Less: Offering costs allocated to Class A common stock subject to possible redemption (12,877,432 ) Plus: Accretion on Class A common stock subject to possible redemption amount 12,877,432 Class A common stock subject to possible redemption $ 222,661,850 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2022 Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,703,101 $ — $ — December 31, 2021 Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,680,678 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Sale of stock issue price per share | $ 0.35 | |||
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 | ||
Offering cost | 12,900,000 | $ 4,630,880 | ||
Deferred underwriting commissions non current | $ 7,800,000 | $ 7,793,165 | $ 7,793,165 | |
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||
Percent of net assets held in the trust account | 80.00% | |||
Redemption of stock price per share | $ 10 | $ 10 | ||
Minimum amount for redemption of net tangible assets | $ 5,000,001 | |||
Percent of stock redeem | 100.00% | |||
Interest on dissolution expenses | $ 100,000 | |||
Per share value of the residual assets remaining available for distribution | $ 10 | |||
Amount per public share held in the Trust Account | $ 10 | |||
Business Acquisition [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Percentage of voting interests acquired | 50.00% | |||
Maximum [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Amount per public share held in the Trust Account | $ 10 | |||
Liquidity [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Amount held at bank | $ 298,000 | |||
Working capital amount | 421,000 | |||
Investment Income, Interest | 64,000 | |||
Related Party Transaction, Amounts paid | 25,000 | |||
Loan amount | 65,000 | |||
Working capital loan | $ 0 | $ 0 | ||
Private Placement [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Warrants issued during the period | 685,324 | |||
Warrants issued price per warrant | $ 10 | |||
IPO [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares, new issues | 22,266,185 | |||
Sale of stock issue price per share | $ 10 | |||
IPO [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares, new issues | 2,266,185 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Federal depository insurance coverage limit | $ 250,000 | |
Class A common stock subject to possible redemption | $ 222,661,850 | $ 222,661,850 |
Sale of private placement shares | These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | 0 |
Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Warrants issued during the period | 685,324 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Offering costs associated with initial public offering | $ 12,900,000 | |
Underwriting fee | 4,500,000 | |
Deferred underwriting fee | 7,800,000 | |
Other offering costs | 600,000 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption | $ 22,266,185 | $ 22,266,185 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A redeemable common stock [Member] | ||
Numerator: Net Income minus Net Earnings allocable to Class A Common stock subject to possible redemption | ||
Allocation of Net loss | $ (293,272) | $ (69,878) |
Denominator: weighted average Non-redeemable Common stock | ||
Basic and diluted weighted average common shares outstanding | 22,951,509 | 7,434,996 |
Basic and diluted net loss per common share | $ (0.01) | $ (0.01) |
Class B Non Redeemable Common Stock [Member] | ||
Numerator: Net Income minus Net Earnings allocable to Class A Common stock subject to possible redemption | ||
Allocation of Net loss | $ (71,129) | $ (48,717) |
Denominator: weighted average Non-redeemable Common stock | ||
Basic and diluted weighted average common shares outstanding | 5,566,546 | 5,183,529 |
Basic and diluted net loss per common share | $ (0.01) | $ (0.01) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Mar. 31, 2021 | Mar. 31, 2022 |
Public Offering [Line Items] | |||
Sale of stock issue price per share | $ 0.35 | ||
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 | |
Offering cost | 12,900,000 | $ 4,630,880 | |
Deferred underwriting commissions non current | $ 7,800,000 | ||
IPO [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period shares, new issues | 22,266,185 | ||
Sale of stock issue price per share | $ 10 | ||
IPO [Member] | Over-Allotment Option [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period shares, new issues | 2,266,185 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 31, 2021 | Mar. 11, 2021 |
Related Party Transaction [Line Items] | ||||||||
Sale of stock issue price per share | $ 0.35 | |||||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |||||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||||||
Debt Conversion, Warrants Issued | $ 1,500,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||
Working Capital Loans Outstanding | $ 0 | $ 0 | ||||||
Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued during the period | 685,324 | |||||||
Warrants issued price per warrant | $ 10 | |||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||
Private Placement [Member] | Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued during the period | 685,324 | |||||||
Warrants issued price per warrant | $ 10 | |||||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued during the period | 685,324 | |||||||
Sponsor [Member] | Related Party Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan received from related party | $ 300,000 | |||||||
Promissory notes Payable | $ 65,000 | |||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amounts of transaction per month | $ 10,000 | |||||||
Related party expense for administrative services | $ 30,000 | $ 8,000 | ||||||
Accounts Payable, Related Parties | $ 120,000 | $ 90,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares, new issues | 5,750,000 | |||||||
Sale of stock issue price per share | $ 0.0001 | |||||||
Related Party Transaction, Amounts paid | $ 25,000 | |||||||
Ordinary shares were subject to forfeiture | 183,454 | 750,000 | ||||||
Proposed offering, percentage | 20.00% | |||||||
Share transfer, trigger price price per share | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Number of days for a particular event to get over for determining trading period | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2021 | Mar. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional sale of stock | 3,000,000 | |
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |
UnderWriting discount per unit | $ 0.20 | |
Payments for Underwriting Expense | $ 4.5 | |
Sale of stock issue price per share | $ 0.35 | |
Deferred underwriting commissions | $ 7.8 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary equity, shares outstanding | 22,266,185 | 22,266,185 |
Common Class A [Member] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 22,266,185 | 22,266,185 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Summary of ClassA Common Stock Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 222,661,850 | ||
Plus: | |||
Class A common stock subject to possible redemption | $ 222,661,850 | $ 222,661,850 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 222,661,850 | ||
Less: | |||
Offering costs allocated to Class A common stock subject to possible redemption | (12,877,432) | ||
Plus: | |||
Accretion on Class A common stock subject to possible redemption amount | 12,877,432 | ||
Class A common stock subject to possible redemption | $ 222,661,850 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 09, 2021 | Jan. 20, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |||||
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 | 22,266,185 | |||
Common Class A [Member] | ||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Share conversion percentage | 20.00% | |||||
Common Stock, Voting Rights | one-for-one basis | |||||
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 | 22,266,185 | |||
Weighted average shares outstanding basic and diluted | 22,951,509 | 22,951,509 | 22,951,509 | 7,434,996 | ||
Common Class B [Member] | ||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 5,566,546 | 5,566,546 | 5,750,000 | 5,566,546 | ||
Common Stock, Shares, Outstanding | 5,566,546 | 5,566,546 | 5,566,546 | |||
Shares forfeiture | 183,454 | 750,000 | 0 | |||
Proposed offering, percentage | 20.00% | |||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |||||
Weighted average shares outstanding basic and diluted | 5,566,546 | 5,183,529 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Detail) - US Treasury Securities [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Funds that invest in U.S. Treasury Securities | $ 222,703,101 | $ 222,680,678 |
Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Funds that invest in U.S. Treasury Securities | ||
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Funds that invest in U.S. Treasury Securities |