Cover Page
Cover Page - USD ($) | 11 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Big Sky Growth Partners, Inc. | ||
Entity Central Index Key | 0001846804 | ||
Entity File Number | 001-40313 | ||
Entity Tax Identification Number | 86-2084915 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 1201 Western Avenue | ||
Entity Address, Address Line Two | Suite 406 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 406 | ||
Local Phone Number | 351-0820 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Frank, Rimerman + Co. LLP | ||
Auditor Firm ID | 1596 | ||
Auditor Location | San Francisco, California | ||
Entity Public Float | $ 297,300,000 | ||
Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock | ||
Trading Symbol | BSKYU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | BSKY | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 30,000,000 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,500,000 | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | BSKYW | ||
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,004,964 |
Prepaid expenses | 436,011 |
Total current assets | 1,440,975 |
Investments held in Trust Account | 300,014,606 |
Total Assets | 301,455,581 |
Current liabilities: | |
Accounts payable | 75,508 |
Accrued expenses | 87,961 |
Franchise tax payable | 177,534 |
Total current liabilities | 341,003 |
Derivative warrant liabilities | 9,528,000 |
Deferred underwriting commissions in connection with the Initial Public Offering | 10,500,000 |
Total Liabilities | 20,369,003 |
Commitments and Contingencies | |
Class A common stock shares subject to possible redemption; 30,000,000 shares at $10.00 per share redemption value | 300,000,000 |
Stockholders' Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding; no non-redeemable shares issued or outstanding | |
Accumulated Deficit | (18,914,172) |
Total stockholders' deficit | (18,913,422) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 301,455,581 |
Class A common stock | |
Stockholders' Deficit: | |
Common Stock | 0 |
Class B common stock | |
Stockholders' Deficit: | |
Common Stock | $ 750 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Shares subject to possible redemption | 300,000,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Shares subject to possible redemption | 30,000,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 7,500,000 |
Common stock, shares outstanding | 7,500,000 |
Statement of Operations
Statement of Operations | 11 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 519,743 |
Franchise tax expenses | 177,534 |
Loss from operations | (697,277) |
Other Income (Expenses) | |
Income from investments held in Trust Account | 14,606 |
Offering Costs | (536,497) |
Change of fair value of derivative warrant liabilities | 6,352,000 |
Interest Income | 159 |
Total other income, net | 5,830,268 |
Net income | $ 5,132,991 |
Class A common stock | |
Other Income (Expenses) | |
Weighted average number of shares | shares | 22,500,000 |
Weighted average number of shares outstanding basic | shares | 22,500,000 |
Weighted average number of shares outstanding diluted | shares | 22,500,000 |
Basic and diluted net income per share | $ / shares | $ 0.17 |
Class B common stock | |
Other Income (Expenses) | |
Weighted average number of shares | shares | 7,314,815 |
Weighted average number of shares outstanding basic | shares | 7,314,815 |
Weighted average number of shares outstanding diluted | shares | 7,500,000 |
Basic and diluted net income per share | $ / shares | $ 0.17 |
Statements of Changes In Stockh
Statements of Changes In Stockholders' Deficit - 11 months ended Dec. 31, 2021 - USD ($) | Total | Class A common stock | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-in Capital | Retained Earnings |
Beginning Balance at Feb. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance, shares at Feb. 10, 2021 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 863 | 24,137 | |||
Issuance of Class B common stock to Sponsor, shares | 8,625,000 | |||||
Proceeds in excess of fair value upon the sale of Private Placement Warrants | 1,720,000 | 1,720,000 | ||||
Accretion to Class A common stock redemption amount | (25,791,413) | $ (25,791,413) | (1,744,137) | (24,047,276) | ||
Forfeiture of Class B Common Shares,Value | $ (113) | 113 | ||||
Forfeiture of Class B Common Shares, Shares | (1,125,000) | |||||
Net income (loss) | 5,132,991 | 5,132,991 | ||||
Ending Balance at Dec. 31, 2021 | $ (18,913,422) | $ 0 | $ 750 | $ 0 | $ (18,914,172) | |
Ending Balance, shares at Dec. 31, 2021 | 0 | 7,500,000 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 5,132,991 |
Adjustments to reconcile net income to net cash used in operating activities: | |
General and administrative expenses paid by related party under promissory note | 873 |
Offering costs associated with warrants | 536,497 |
Change in the fair value of derivative warrant liabilities | (6,352,000) |
Income from investments held in Trust Account | (14,606) |
Prepaid Expenses | (436,011) |
Change in operating liabilities: | |
Accounts payable | 7,663 |
Accrued expenses | 17,962 |
Franchise tax payable | 177,534 |
Net cash used in operating activities | (929,097) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (300,000,000) |
Net cash used in investing activities | (300,000,000) |
Cash Flows from Financing Activities | |
Repayments of note payable to related parties | (95,763) |
Proceeds received from initial public offering, gross | 300,000,000 |
Proceeds received from private placement | 8,600,000 |
Offering cost paid | (6,570,176) |
Net Cash provided by financing activities | 301,934,061 |
Net change in cash | 1,004,964 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,004,964 |
Supplemental schedule of noncash financing activities: | |
Offering costs paid in exchange for issuance of Class B common stock to Sponsor | 25,000 |
Offering costs included in accounts payable | 67,846 |
Offering costs included in accrued expenses | 70,000 |
Offering costs paid by related party under promissory note | $ 94,890 |
Description of Organization, Bu
Description of Organization, Business Operations | 11 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations | Note 1-Description Big Sky Growth Partners, Inc. (the “Company”) is a blank check company incorporated in Delaware on February 11, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from February 11, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below and, subsequent to the Initial Public Offering, identifying a target business for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Big Sky Growth Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on April 28, 2021. On May 3, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, of which $10.5 million was for deferred underwriting commissions (see Note 5). The Company granted the underwriters a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,733,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.6 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants 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 invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 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 Warrants, 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 value of the funds held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target business or otherwise acquires a controlling interest in the target business 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 (at $10.00 per Public Share, plus pro rata interest earned in Trust Account). The per-share Distinguishing Liabilities from Equity 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 holders of the Founder Shares (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 May 3, 2023 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such 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 if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares after the Initial Public Offering, 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 the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or by 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 Business”), 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 Business 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”). 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 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 Capital Resources As of December 31, 2021, we had approximately $1.0 million in our operating bank account and working capital of approximately $1.1 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $96,000 under the Note (as defined in Note 4). The Company repaid the Note in full on May 4, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). There were no working capital loans outstanding or utilized through December 31, 2021. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 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 the financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2021. 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 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 income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (FDIC) of $250,000 and investments held in the Trust Account. At 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. 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,” equals or approximate the carrying amounts represented in the balance sheet. Fair Value of 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. U.S. 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 consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging ( , paragraph 15 Embedded Derivatives (“ASC 815-15”). re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity 815-40”). non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, all 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes 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 Net Income (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 per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 13,233,333 shares of Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. The Company has considered the effect of Class B common stock that was excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. 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 income (loss) per share for each class of common stock: For the Period From February 11, 2021 Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income - basic $ 3,873,654 $ 1,259,337 Allocation of net income - diluted $ 3,849,743 $ 1,283,248 Denominator: Basic weighted average common shares outstanding 22,500,000 7,314,815 Effect of dilutive securities — 185,185 Diluted weighted average common shares outstanding 22,500,000 7,500,000 Basic and diluted net income per common share $ 0.17 $ 0.17 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying the financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3-Initial On May 3, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, inclusive of $10.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-fourth The Company granted the underwriters a 45-day |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On February 19, 2021, the Sponsor paid $25,000 of the Company’s offering costs in exchange for issuance of 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the underwriters’ option to purchase additional Units was not exercised in full, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The over-allotment expired unexercised; thus, the 1,125,000 Founder Shares were forfeited on July 16, 2021. The initial stockholder 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 (B) subsequent to the initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.6 million. If the over-allotment option was exercised in full, the Sponsor could have purchased an additional 600,000 Private Placement Warrants but did not as the option expired unexercised. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 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 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 will 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 the 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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 Company had no outstanding Working Capital Loans or utilized through December 31, 2021. |
Commitments & Contingencies
Commitments & Contingencies | 11 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5-Commitments & Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and stockholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggy-back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $10.5 million 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. As of December 31, 2021 the over-allotment expired unexercised. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 11 Months Ended |
Dec. 31, 2021 | |
Warrant Liability Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6-Derivative As of December 31, 2021, there were 7,500,000 and 5,733,333 Public Warrants and Private Placement Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 commercially reasonable efforts to file with the SEC and have an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board 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), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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 non-redeemable Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 After the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that during such 30-day 30-day • if, and only if, the last reported sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The fair value of Class A common stock for the above purpose shall mean the volume weighted average last reported sale price of Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounted for the warrants in accordance with the guidance contained in ASC Topic 815-40. ‘‘fixed-for-fixed’’ |
Temporary Equity - ClassA Commo
Temporary Equity - ClassA Common Stock Subject to Possible Redemption | 11 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity - Class A Common Stock Subject to Possible Redemption | Note 7 – Temporary Equity – Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 30,000,000 shares of Class A common stock outstanding subject to possible redemption. As of December 31, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: As of December 31, 2021 Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,000,000 ) Class A common stock issuance costs (16,791,413 ) Plus: Accretion of carrying value to redemption value 25,791,413 Class A common stock subject to possible redemption $ 300,000,000 |
Stockholders' Equity
Stockholders' Equity | 11 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8-Stockholders’ Preferred Stock Class A Common Stock Class B Common Stock 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 at the time of the initial Business Combination on a one-for-one an as-converted |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9-Fair The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - money market funds $ 300,014,606 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 5,400,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 4,128,000 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in an active market in December 2021. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in October 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the period from February 11, 2021 (inception) through December 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company initially utilized a simulation to estimate the fair value of the of the Public Warrants and Private Placements. Subsequently, the fair value of the Public Warrants has been measured utilizing the market price of such warrants, a Level 1 measurement, and as of December 31, 2021, the fair value of the Private Placement Warrants have been estimated utilizing the observed price for Public Warrants. The estimated fair value of the Private Warrants, and prior to their separate listed trading, the Public Warrants, was determined using Level 3 inputs. Inherent in a simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the period from February 11, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at February 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 15,880,000 Transfer of Public Warrants to Level 1 (9,000,000 ) Change in fair value of derivative warrant liabilities (2,293,330 ) Transfer of Private Placement Warrants to Level 2 (4,586,670 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ — The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: May 3, 2021 Exercise price $ 11.50 Stock price $ 9.71 Expected time to Business Combination (years) 1.0 Volatility 17.00 % Risk-free rate 1.07 % Dividend yield (per share) 0.00 % |
Income Taxes
Income Taxes | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes. | 10. Income Taxes. The income tax provision (benefit) for the period from February 11, 2021 (inception) through December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (143,327 ) State — Valuation allowance 143,327 Income tax provision $ — The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets: Start-up/Organization $ 109,146 Net operating loss carryforwards 34,181 Total deferred tax assets 143,327 Valuation allowance (143,327 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and period from February 11, 2021 (date of inception) through December 31, 2021, the valuation allowance recorded was $143,327. As of December 31, 2021, the Company has $34,181 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) for the period from February 11, 2021 (inception) through December 31, 2021 is as follows: Statutory Federal income tax rate 21.0 % Offering costs 2.2 % Change in fair value of warrant liabilities (26.0 )% Change in Valuation Allowance 2.8 % Income Taxes Benefit 0.0 % There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11-Subsequent The Company evaluated subsequent events and transactions that occurred up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 auditor 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 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 the financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2021. |
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 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 income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (FDIC) of $250,000 and investments held in the Trust Account. At 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. |
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,” equals or approximate the carrying amounts represented in the balance sheet. |
Fair Value of Measurements | Fair Value of 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. U.S. 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 consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging ( , paragraph 15 Embedded Derivatives (“ASC 815-15”). re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, paragraph 40, Contracts in Entity’s Own Equity 815-40”). non-current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, all 30,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes 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 |
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 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 per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 13,233,333 shares of Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. The Company has considered the effect of Class B common stock that was excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. 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 income (loss) per share for each class of common stock: For the Period From February 11, 2021 Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income - basic $ 3,873,654 $ 1,259,337 Allocation of net income - diluted $ 3,849,743 $ 1,283,248 Denominator: Basic weighted average common shares outstanding 22,500,000 7,314,815 Effect of dilutive securities — 185,185 Diluted weighted average common shares outstanding 22,500,000 7,500,000 Basic and diluted net income per common share $ 0.17 $ 0.17 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Period From February 11, 2021 Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income - basic $ 3,873,654 $ 1,259,337 Allocation of net income - diluted $ 3,849,743 $ 1,283,248 Denominator: Basic weighted average common shares outstanding 22,500,000 7,314,815 Effect of dilutive securities — 185,185 Diluted weighted average common shares outstanding 22,500,000 7,500,000 Basic and diluted net income per common share $ 0.17 $ 0.17 |
Temporary Equity - ClassA Com_2
Temporary Equity - ClassA Common Stock Subject to Possible Redemption (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
ClassA common stock reflected on the balance sheet is reconciled | As of December 31, 2021, Class A common stock reflected on the balance sheet is reconciled on the following table: As of December 31, 2021 Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (9,000,000 ) Class A common stock issuance costs (16,791,413 ) Plus: Accretion of carrying value to redemption value 25,791,413 Class A common stock subject to possible redemption $ 300,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Warrants assets and Liabilities measured fair value on a basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets: Investments held in Trust Account - money market funds $ 300,014,606 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 5,400,000 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 4,128,000 $ — |
Summary of fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: May 3, 2021 Exercise price $ 11.50 Stock price $ 9.71 Expected time to Business Combination (years) 1.0 Volatility 17.00 % Risk-free rate 1.07 % Dividend yield (per share) 0.00 % |
Fair value of warrants liabilities | The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the period from February 11, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at February 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 15,880,000 Transfer of Public Warrants to Level 1 (9,000,000 ) Change in fair value of derivative warrant liabilities (2,293,330 ) Transfer of Private Placement Warrants to Level 2 (4,586,670 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Provision | The income tax provision (benefit) for the period from February 11, 2021 (inception) through December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (143,327 ) State — Valuation allowance 143,327 Income tax provision $ — |
Schedule Of Company's Deferred Tax Assets | The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets: Start-up/Organization $ 109,146 Net operating loss carryforwards 34,181 Total deferred tax assets 143,327 Valuation allowance (143,327 ) Deferred tax asset, net of allowance $ — |
Schedule Of Reconciliation Company's Effective Tax Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) for the period from February 11, 2021 (inception) through December 31, 2021 is as follows: Statutory Federal income tax rate 21.0 % Offering costs 2.2 % Change in fair value of warrant liabilities (26.0 )% Change in Valuation Allowance 2.8 % Income Taxes Benefit 0.0 % |
Description of Organization, _2
Description of Organization, Business Operations - Additional Information (Detail) - USD ($) | May 03, 2021 | Feb. 19, 2021 | Dec. 31, 2021 |
Incorporation date | Feb. 11, 2021 | ||
Proceeds on issue of shares | $ 300,000,000 | ||
Payment to acquire restricted investments | $ 300,000,000 | $ 300,000,000 | |
Per share value of restricted investment | $ 10 | ||
Fair market value of assets of the prospective acquire as a percentage of net assets in the trust account | 80.00% | ||
Temporary equity redemption price share | $ 10 | ||
Mimimum net worth to effect business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Business combination completion term | 24 months | ||
Expenses payable on liquidation | $ 100,000 | ||
Per share amount to be maintained in the trust account | 10.00% | ||
Net working capital | $ 1,000,000 | ||
Stock issued value for services | $ 25,000 | ||
Restricted investments term | 185 days | 185 days | |
Percentage of public shares eligible to be transferred without any restriction | 15.00% | ||
Working Capital Loans | |||
Net working capital | $ 1,100,000 | ||
Working capital loans outstanding | $ 0 | ||
Minimum | |||
Equity method investments ownership percentage | 50.00% | ||
IPO | |||
Stock issued | 30,000,000 | ||
Proceeds on issue of shares | $ 300,000,000 | ||
Sponsor | |||
Stock issued value for services | $ 25,000 | ||
Sponsor | Promissory Note | |||
Proceeds from related party debt | $ 96,000 | ||
Sponsor | Private Placement Warrant | |||
Class of warrants or rights issued during the period units | 5,733,333 | ||
Warrant issued price per warrant | $ 1.50 | ||
Proceeds from issuance of warrant liabilities | $ 8,600,000 | ||
Class A common stock | |||
Temporary equity redemption price share | $ 10 | ||
Class A common stock | IPO | |||
Stock issued | 30,000,000 | ||
Stock issued price per share | $ 10 | ||
Proceeds on issue of shares | $ 300,000,000 | ||
Adjustment to additional paid in capital stock issuance costs | 17,300,000 | ||
Deferred underwriting commissions | $ 10,500,000 | ||
Class A common stock | Over-Allotment Option | |||
Over-allotment option vesting period | 45 days | ||
Common stock shares subscribed but not issued | 4,500,000 | ||
Class A common stock | Sponsor | |||
Class of warrants or rights issued during the period units | 5,733,333 | ||
Warrant issued price per warrant | $ 1.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | May 03, 2021 | Dec. 31, 2021 |
Cash Equivalents | $ 0 | $ 0 | |
FDIC Insured Amount | $ 250,000 | $ 250,000 | |
Restricted investments term | 185 days | 185 days | |
Temporary equity outstanding | 300,000,000 | 300,000,000 | |
Common Class A [Member] | |||
Temporary equity outstanding | 30,000,000 | 30,000,000 | |
Common Class A [Member] | Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,233,333 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common Class A [Member] | |
Numerator: Basic and diluted net income per common share: | |
Allocation of net income - basic | $ / shares | $ 3,873,654 |
Allocation of net income - diluted | $ / shares | $ 3,849,743 |
Denominator: | |
Basic weighted average common shares outstanding | shares | 22,500,000 |
Effect of Dilutive Securities | shares | 0 |
Diluted weighted average common shares outstanding | shares | 22,500,000 |
Basic and diluted net income per common share | $ / shares | $ 0.17 |
Common Class B [Member] | |
Numerator: Basic and diluted net income per common share: | |
Allocation of net income - basic | $ / shares | 1,259,337 |
Allocation of net income - diluted | $ / shares | $ 1,283,248 |
Denominator: | |
Basic weighted average common shares outstanding | shares | 7,314,815 |
Effect of Dilutive Securities | shares | 185,185 |
Diluted weighted average common shares outstanding | shares | 7,500,000 |
Basic and diluted net income per common share | $ / shares | $ 0.17 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | May 03, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds from initial public offering | $ 300,000,000 | |
Deferred underwriting commissions | $ 10,500,000 | |
Common stock conversion, description of basis of conversion | Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). | |
Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock price per share | $ 11.50 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, initial public offering | 30,000,000 | |
Sale of stock price per share | $ 10 | |
Gross proceeds from initial public offering | $ 300,000,000 | |
Offering costs associated with initial public offering | 17,300,000 | |
Deferred underwriting commissions | $ 10,500,000 | |
IPO | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, initial public offering | 30,000,000 | |
Gross proceeds from initial public offering | $ 300,000,000 | |
Over-Allotment Option | Underwriters | Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period, initial public offering | 4,500,000 | |
Over-allotment option vesting period | 45 days | |
Over-Allotment Option | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Over-allotment option vesting period | 45 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 16, 2021 | Jun. 30, 2021 | May 04, 2021 | May 03, 2021 | Feb. 19, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Stock issued value for services | $ 25,000 | |||||
Repayment of related party debt | 95,763 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued value for services | $ 25,000 | |||||
Common stock shares subject to forfeiture | 1,125,000 | |||||
Sponsor | Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note face amount | $ 300,000 | |||||
Proceeds from related party debt | $ 96,000 | |||||
Repayment of related party debt | $ 96,000 | |||||
Sponsor | Private Placement Warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Class of warrants or rights subscribed but not issued | 600,000 | |||||
Warrant issued price per warrant | $ 1.50 | |||||
Proceeds from issuance of warrant liabilities | $ 8,600,000 | |||||
Number of securities called by each warrant | 1 | |||||
Warrant exercise price | $ 11.50 | |||||
Class of warrants or rights issued during the period units | 5,733,333 | |||||
Sponsor | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited during the period | 1,125,000 | |||||
Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loans convertible amount | $ 1.5 | |||||
Working Capital Loans conversion price per share | $ 1.50 | |||||
Working capital loans outstanding | $ 0 | |||||
Sponsor Companies Officers And Directors [Member] | Private Placement Warrant | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants lock in period | 30 days | |||||
Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued for services | 8,625,000 | |||||
Common stock par value per share | $ 0.0001 | |||||
Number of shares forfeited during the period | 1,125,000 | |||||
Class B common stock | Determination of lock in period on the basis of the price of class a common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | |||||
Class B common stock | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of issued and outstanding shares | 20.00% | |||||
Class B common stock | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued value for services | $ 25,000 | |||||
Stock issued for services | 8,625,000 | |||||
Common stock par value per share | $ 0.0001 | |||||
Lock in period of shares | 1 year | |||||
Class B common stock | Sponsor | Determination of lock in period on the basis of the price of class a common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number Of Trading Days For Determining The Share Price | 20 days | |||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||
Waiting Period After Which The Share Price Is Determined | 150 days |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | May 03, 2021 |
Underwriting discount per unit | 0.35% | |
Deferred underwriting commissions | $ 10.5 | |
IPO | ||
Underwriting discount per unit | 0.20% | |
Underwriting discount | $ 6 | |
Deferred underwriting commissions | $ 10.5 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrant Liability Disclosure [Line Items] | |
Number of days after the closing of the initial business combination | 15 days |
Minimum lock In period to become effective after the closing of the initial business combination | 60 days |
Percentage of proceeds from share issuances | 50.00% |
Class A common stock | Redemption Trigger Price $10.00 | |
Warrant Liability Disclosure [Line Items] | |
Share redemption trigger price | $ 10 |
Class A common stock | Redemption Trigger Price $18.00 | |
Warrant Liability Disclosure [Line Items] | |
Share redemption trigger price | $ 18 |
Public warrants | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right outstanding | shares | 7,500,000 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Warrants exercisable term from the closing of IPO | 12 months |
Warrant exercise price | $ 11.50 |
Warrants and rights outstanding term | 5 years |
Warrants exercise price adjustment percentage | 115.00% |
Number of trading days after the date of notice for determining the fair market value of shares | 10 days |
Class of warrant or rights number of shares covered by each warrant or right | shares | 0.361 |
Public warrants | Class A common stock | |
Warrant Liability Disclosure [Line Items] | |
Share redemption trigger price | $ 9.20 |
Public warrants | Class A common stock | Redemption Trigger Price $10.00 | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right redemption price adjustment percentage | 10.00% |
Public warrants | Class A common stock | Redemption Trigger Price $18.00 | Minimum | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right redemption price adjustment percentage | 100.00% |
Public warrants | Class A common stock | Redemption Trigger Price $18.00 | Maximum | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right redemption price adjustment percentage | 180.00% |
Private placement warrants | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right outstanding | shares | 5,733,333 |
Redemption of warrants | Class A common stock | Redemption Trigger Price $10.00 | |
Warrant Liability Disclosure [Line Items] | |
Share price | $ 18 |
Class of warrants redemption price per unit | $ 0.10 |
Class of warrants redemption notice period | 30 days |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price. | 30 days |
Redemption of warrants | Class A common stock | Redemption Trigger Price $18.00 | |
Warrant Liability Disclosure [Line Items] | |
Share price | $ 18 |
Class of warrants redemption price per unit | $ 0.01 |
Class of warrants redemption notice period | 30 days |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price. | 30 days |
Temporary Equity - ClassA Com_3
Temporary Equity - ClassA Common Stock Subject to Possible Redemption - Additional Information (Details) | 11 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares subject to possible redemption | 300,000,000 |
One vote | one vote |
Common Class A [Member] | |
Common stock, shares authorized | 100,000,000 |
Common stock par value per share | $ / shares | $ 0.0001 |
Shares subject to possible redemption | 30,000,000 |
Temporary Equity - ClassA Com_4
Temporary Equity - ClassA Common Stock Subject to Possible Redemption - ClassA Common Stock Reflected on the Balance Sheet is Reconciled (Details) | 11 Months Ended |
Dec. 31, 2021USD ($)shares | |
Class A common stock issuance costs | $ (6,570,176) |
Accretion of carrying value to redemption value | $ 25,791,413 |
Class A common stock subject to possible redemption | shares | 300,000,000 |
Common Class A [Member] | |
Gross proceeds | $ 300,000,000 |
Proceeds allocated to Public Warrants | (9,000,000) |
Class A common stock issuance costs | (16,791,413) |
Accretion of carrying value to redemption value | $ 25,791,413 |
Class A common stock subject to possible redemption | shares | 30,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Jul. 16, 2021 | Feb. 19, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Temporary equity outstanding | 300,000,000 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock par value per share | $ 0.0001 | ||
Common stock, shares outstanding | 0 | ||
Temporary equity outstanding | 30,000,000 | ||
Percentage of common stock oustanding | 20.00% | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | ||
Common stock par value per share | $ 0.0001 | ||
Common stock, shares outstanding | 7,500,000 | ||
Common shares subject to forfeiture | 1,125,000 | ||
Percentage of common stock issued and oustanding | 20.00% | ||
Number of shares forfeited during the period | 1,125,000 | ||
Stock issued for services | 8,625,000 | ||
Shares, Outstanding | 8,625,000 |
Fair Value Measurements assets
Fair Value Measurements assets and liabilities - (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Public Warrants [Member] | Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding | $ 5,400,000 |
Private Placement Warrants [Member] | Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding | 4,128,000 |
Money Market Funds [Member] | Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments Held in Trust Account- money market funds | $ 300,014,606 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Level 3 [Member] | May 03, 2021yr |
Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 11.50 |
Stock price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 9.71 |
Expected time to Business Combination [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 1 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 17 |
Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 1.07 |
Dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value of warrant liabilities (Detail) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at February 11, 2021 (inception) | $ 0 |
Issuance of Public and Private Placement Warrants - Level 3 | 15,880,000 |
Change in fair value of derivative warrant liabilities | (2,293,330) |
Derivative warrant liabilities at December 31, 2021 - Level 3 | 0 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public and Private Placement Warrants to Level 1 | (9,000,000) |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public and Private Placement Warrants to Level 1 | $ (4,586,670) |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Provision (Detail) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Current | |
Federal | $ 0 |
State | 0 |
Deferred | |
Federal | (143,327) |
State | 0 |
Valuation allowance | 143,327 |
Income tax provision | $ 0 |
Income Taxes - Schedule Of Comp
Income Taxes - Schedule Of Company's Deferred Tax Assets (Detail) | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Start-up/Organization costs | $ 109,146 |
Net operating loss carryforwards | 34,181 |
Total deferred tax assets | 143,327 |
Valuation allowance | (143,327) |
Deferred tax asset, net of allowance | $ 0 |
Income Taxes - Schedule Of Reco
Income Taxes - Schedule Of Reconciliation Company's Effective Tax Rate (Detail) | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Statutory Federal income tax rate | 21.00% |
Offering costs | 2.20% |
Change in fair value of warrant liabilities | (26.00%) |
Change in Valuation Allowance | 2.80% |
Income Taxes Benefit | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Line Items] | |
Changes in valuation allowance | $ 143,327 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Foreign Tax Authority [Member] | US | |
Income Tax Disclosure [Line Items] | |
Operating loss carryforwards | 34,181 |
State and Local Jurisdiction [Member] | |
Income Tax Disclosure [Line Items] | |
Operating loss carryforwards | $ 0 |