Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | HOME PLATE ACQUISITION CORP. | |
Entity Central Index Key | 0001863181 | |
Entity File Number | 001-40844 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 86-2858172 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | P.O. Box 1314 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10028 | |
City Area Code | 917 | |
Local Phone Number | 703-2312 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | HPLT | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |
Trading Symbol | HPLTU | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | HPLTW | |
Security Exchange Name | NASDAQ | |
Common Stock Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Common Stock Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,739,733 | $ 2,132,242 |
Prepaid expenses | 425,676 | 399,089 |
Total Current Assets | 2,165,409 | 2,531,331 |
Prepaid expenses – non-current portion | 187,564 | 281,346 |
Investment held in Trust Account | 200,066,974 | 200,018,919 |
Total Assets | 202,419,947 | 202,831,596 |
Current Liabilities | ||
Accrued expenses | 346,560 | 270,419 |
Total Current Liabilities | 346,560 | 270,419 |
Warrant liabilities | 5,660,000 | 9,656,000 |
Deferred underwriter fee payable | 7,000,000 | 7,000,000 |
Total Liabilities | 13,006,560 | 16,926,419 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Accumulated deficit | (10,587,113) | (14,095,323) |
Total Stockholders' Deficit | (10,586,613) | (14,094,823) |
Total Liabilities and Stockholders' Deficit | 202,419,947 | 202,831,596 |
Common Stock Class A [Member] | ||
Current Liabilities | ||
Class A common stock subject to possible redemption, 20,000,000 shares at a redemption value of $10.00 per share | 200,000,000 | 200,000,000 |
Stockholders' Deficit | ||
Common Stock | 0 | 0 |
Common Stock Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | $ 500 | $ 500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Share subject to possible redemption | 20,000,000 | 20,000,000 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 5,000,000 | 5,000,000 |
Common stock, Shares outstanding | 5,000,000 | 5,000,000 |
Class A common stock subject to possible redemption | ||
Share subject to possible redemption | 20,000,000 | 20,000,000 |
Redemption price | $ 10 | $ 10 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 |
Formation, general and administrative expenses | $ 1,343 | $ 554,764 |
Loss from Operations | (1,343) | (554,764) |
Other income | ||
Unrealized gain on investments held in Trust Account | 0 | 66,974 |
Gain on change in fair value of warrant liabilities | 0 | 3,996,000 |
Total other income | 0 | 4,062,974 |
Net Income (Loss) | $ (1,343) | $ 3,508,210 |
Common Class A [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 0 | 20,000,000 |
Basic and diluted net income per share | $ 0 | $ 0.14 |
Common Class B [Member] | ||
Other income | ||
Basic and diluted weighted average shares outstanding | 0 | 5,000,000 |
Basic and diluted net income per share | $ 0 | $ 0.14 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock [Member]Common Stock Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Mar. 23, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in Shares) at Mar. 23, 2021 | 0 | |||
Net income/(loss) | (1,343) | (1,343) | ||
Ending Balance at Mar. 31, 2021 | (1,343) | $ 0 | 0 | (1,343) |
Ending Balance (in Shares) at Mar. 31, 2021 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (14,094,823) | $ 500 | 0 | (14,095,323) |
Beginning Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | |||
Net income/(loss) | 3,508,210 | 3,508,210 | ||
Ending Balance at Mar. 31, 2022 | $ (10,586,613) | $ 500 | $ 0 | $ (10,587,113) |
Ending Balance (in Shares) at Mar. 31, 2022 | 5,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash Flows from Operating Activities: | |||
Net Income (Loss) | $ (1,343) | $ 3,508,210 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||
Interest earned on Investment held in Trust Account | 0 | (66,974) | |
Change in fair value of warrant liabilities | 0 | (3,996,000) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | 67,195 | |
Accrued expenses | 1,343 | 76,141 | |
Net cash used in operating activities | 0 | (411,428) | |
Cash Flows from Investing Activities: | |||
Gain withdrawn from Trust Account to pay taxes | 0 | 18,919 | |
Net cash from investing activities | 0 | 18,919 | |
Net change in cash | 0 | (392,509) | |
Cash at beginning of period | 0 | 2,132,242 | $ 0 |
Cash at end of period | $ 0 | $ 1,739,733 | $ 2,132,242 |
Organization and Business Backg
Organization and Business Background | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Background | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Home Plate Acquisition Corporation (the “Company”) was incorporated in the State of Delaware on March 24, 2021. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet selected any specific Business Combination target. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Home Plate Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through March 31, 2022 relates to the Company’s formation and its initial public offering (the “IPO”) described below, and, since the IPO, the search for a target for its initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating On October 4, 2021, the Company completed the sale of 20,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 7,600,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to certain funds and accounts managed by the Sponsor as well as to Jefferies LLC (“Jefferies”), who acted as the sole book running manager for the IPO, generating gross proceeds of $7,600,000 from the sale of the Private Placement Warrants. In accordance with the rules of Nasdaq, the Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined in the following paragraph) (excluding the amount of deferred underwriting discounts and commissions held in trust and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination Company owns or acquires 50% or more of the outstanding voting securities of the target, or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment Company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the IPO on October 4, 2021, $ 200,00,000 Rule 2a-7 promulgated If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public stockholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of the Trust Account and the warrants will expire worthless. 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 general meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (defined in Note 4) and any Public Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company have discussed entering into a transaction agreement, reduce the amounts 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, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. Liquidity and Going Concern As of March 31, 2022, the Company had $1,739,733 in its operating bank account, and working capital of $1,818,849. The Company’s liquidity needs up to and through March 31, 2022 have been satisfied through a payment from the Sponsor for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000. The Promissory Note was fully repaid as of October 4, 2021 and there were no amounts outstanding under it as of March 31, 2022. In order to finance transaction costs in connection with the Business Combination, the Company’s Sponsor, 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 (defined in Note 4). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 Securities and Exchange Act of 1934, as amended (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 growth Smaller Reporting Company Status Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller non-affiliates equaled non-affiliates equaled Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 cash of $1,739,733 and $2,132,242 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Cash Held in Trust Account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of cash equivalents in the amount of $200,066,974 and $200,018,919, respectively. Gains and losses resulting from the change in fair value of the assets held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statement of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at or non-current based not net-cash settlement 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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 occurrence of uncertain future events. Accordingly, at March 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement paid-in As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross Proceeds from Initial Public Offering $ 200,000,000 Less: Issuance costs related to redeemable Class A common stock (20,892,809 ) Fair value of Public Warrants (9,014,000 ) Plus: Re-measurement 29,906,809 Class A common stock subject to possible redemption $ 200,000,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas 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 federal and state 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. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from March 24, 2021 (inception) through March 31, 2021. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class Re-measurement The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,600,000 shares of Class A common stock in the aggregate. As of March 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Class B common stock subject to forfeiture (see Note 5) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the three months ended March 31, For the period from March 24, Redeemable Non-Redeemable Redeemable Common Stock Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 2,806,568 $ 701,642 $ — $ — Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 — — Basic and diluted net income (loss) per share $ 0.14 $ 0.14 $ — $ — Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting Subtopic 470-20, Debt—Debt ASU No. 2020-06, more convertible preferred stock will be accounted for as a single equity instrument measured at historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3 – INITIAL PUBLIC OFFERING On October 4, 2021 the Company completed its IPO of 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consisted of one share of Class A common stock and one-half The Company granted the underwriter a 45-day An aggregate of $10.00 per Unit sold in the IPO was held in the Trust Account and invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS Founder Shares On May 5, 2021, the Sponsor and certain directors of the Company paid $25,000 (approximately $0.004 per share) in consideration for 5,750,000 shares of Class B common stock with par value of $0.0001 (the “Founder Shares”). Up to 750,000 of these shares of Class B common stock were subject to forfeiture by the Sponsor if the underwriter’s over-allotment option is not exercised. The underwriter’s over-allotment option expired unused in November 2021 which resulted in aggregate outstanding Class B common stock of 5,000,000 shares. Subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering, the Sponsor sold up to 150,000 Founder Shares to each Anchor Investor (other than those funds managed by UBS O’Connor, LLC) (an aggregate of 1,350,000 Founder Shares to all of the Anchor Investors) at their original purchase price. The Company estimated the aggregate fair value of these shares of Class B common stock attributable to such Anchor Investors to be $10,676,610 or $7.9086 per share. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Private Placement Warrants Simultaneously with the consummation of the IPO on October 4, 2021, the Sponsor and Jefferies purchased an aggregate of 7,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($7,600,000 in the aggregate) in a private placement. Each whole Private Placement Warrant is exercisable for one 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 were added to the proceeds from the Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for Related Party Loans On May 5, 2021, the Sponsor agreed to loan up to $300,000 to the Company to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing 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 lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses Administrative Services The Company has committed to pay up to $15,000 per month to the Sponsor for administrative, financial and support services provided to members of the Company’s sponsor team. This administrative service arrangement will terminate upon completion of the initial Business Combination or liquidation of the Company. For the three months ended March 31, 2022, $45,000 in costs were incurred related to this agreement which are included in formation, general and administrative expenses in the accompanying Condensed Statement of Operations. The agreement was not yet in place as of March 31, 2021 and as such there was nothing incurred from the period from March 24, 2021 (Inception) through March 31, 2021. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 5 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A common stock— Class B common stock— Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law or the applicable rules of Nasdaq. Holders of the Class A and Class B common stock will have one vote for every share of common stock with the exception that holders of the Class B common stock have the exclusive right to vote for the election of directors and all other matters properly submitted to a vote of stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, share sub-divisions, share than one-for-one basis . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company granted the underwriter a 45-day option The underwriter has earned an underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate which was paid upon the closing of the Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, the period ending on the earlier of (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to the completion of the Company’s initial Business Combination, (x) if the last reported sale price of the 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 day Consulting Agreement On April 19, 2022, the Company entered into an agreement with a third-party consultant pursuant to which the consultant will provide to the Company, among other services, introductions to, and due diligence of, potential Business Combination target entities (see Note 10 – Subsequent Events |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability [Abstract] | |
Warrant Liability | NOTE 7 – WARRANT LIABILITY The Company accounted for the 17,600,000 warrants issued in connection with the Initial Public Offering (the 10,000,000 Public Warrants and the 7,600,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such to re-measurement at to re-evaluation of Public Warrants The Company offered warrants in connection with its sale of Units. Each whole warrant that is part of the Units sold in the Offering is exercisable to purchase one share of the Company’s Class A common stock, subject to adjustment as provided in the Company’s Offering prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. If, upon separation of the Units, a holder of warrants would be entitled to receive a fractional warrant, the Company will round down to the nearest whole number of warrants to be issued to such holder. The exercise price of the warrant will be $11.50 per whole share, subject to adjustments as described in the Company’s Offering prospectus. In addition, if (x) the Company issues additional shares of its Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of its Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes the Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 prices described below 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 warrants will become exercisable on the later of: (a) 30 days after the completion of the Business Combination; and (b) 12 months from the closing of the Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the sale of the shares of its Class A common stock issuable upon exercise of the warrants, and a current Offering prospectus relating thereto is available, and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination as described in the immediately following paragraph or (ii) a notice of redemption described below). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the warrants, and to maintain the effectiveness of such registration statement, and a current Offering prospectus relating thereto, until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described in the Company’s Offering prospectus 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, which the Company refers to as the “30-day redemption • if, and only if, the last reported sale price of the Company’s Class A common stock for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the sale of the shares of its Class A common stock issuable upon exercise of the warrants is effective, and a current Offering prospectus relating thereto is available, throughout the 30-day redemption Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth the Company’s Offering prospectus based on the redemption date and the “fair market value” of the Company’s Class A common stock (as defined below); • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading No fractional shares of the Company’s Class A common stock will be issued upon exercise of a warrant in connection with a redemption. If, upon such exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of its Class A common stock to be issued to the holder. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination. Private Placement Warrants The holders of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (“Working Capital Warrants”), and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or Working Capital Warrants, are subject to a lock-up be non-redeemable and |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | NOTE 8 – RECURRING FAIR VALUE MEASUREMENTS The following table presents fair value information as of March 31, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: As of March 31, 2022 (Level 1) (Level 2) (Level 3) Assets Investment held in Trust Account $ 200,066,974 $ — $ — Liabilities Public Warrants $ 3,199,000 $ — $ — Private Placement Warrants $ — $ — $ 2,461,000 As of December 31, 2021 (Level 1) (Level 2) (Level 3) Assets Investment held in Trust Account $ 200,018,919 $ — $ — Liabilities Public Warrants $ 5,449,000 $ — $ — Private Placement Warrants $ — $ — $ 4,207,000 Investment Held in Trust Account As of March 31, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less. During the three months ended March 31, 2022, the Company withdrew $18,919 of interest income from the Trust Account to pay its tax obligations. The Trust Account was not yet in place as of March 31, 2021 and as such no withdrawal was made in the period from March 24, 2021 (inception) through March 31, 2021. The composition of the Company’s fair value of held to maturity securities is as follows: As of March 31, 2022 As of December 31, 2021 U.S. Treasury Securities $ 200,062,783 $ 200,017,973 Cash held in Trust Account 4,191 946 $ 200,066,974 $ 200,018,919 Warrant Liabilities Under the guidance in ASC 815-40, the to re-measurement at each re-measurement, the The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. On November 22, 2021, the 52 nd Measurement The Company established the initial fair value for the warrants on October 4, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes-Merton formula model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of As of March 31, 2022, the Public Warrants were publicly traded and their fair value was based on the market trade price on that date. The fair value for the Private Warrants was estimated using a Monte Carlo simulation model. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three months ended March 31, 2022 and for the period from March 24, 2021 (inception) through March 31, 2021, there were no transfers between levels. The Company’s warrant liabilities are based on a valuation model utilizing management judgement and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. Private Liability Public Liability Fair Value as of December 31, 2021 $ 4,207,000 $ 5,449,000 Change in fair value of warrant liabilities (1,746,000 ) (2,250,000 ) Fair Value as of March 31, 2022 $ 2,461,000 $ 3,199,000 The key inputs into the Private Placement Warrants model were as follows for March 31, 2022 and December 31, 2021: March 31, 2022 December 31, Common stock price $ 9.72 $ 9.55 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 2.40 % 1.11 % Volatility 6.37 % 15.66 % Term 5.50 6.00 The following contains additional information regarding the inputs used in the pricing models: • Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term. • Risk-free rate – the risk-free interest rate is based on the U.S. treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. • Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. • Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On April 19, 2022, the Company entered into an agreement with a third-party consultant pursuant to which the consultant will provide to the Company, among other services, introductions to, and due diligence of, potential Business Combination target entities (see Note 10 – Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X |
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 Securities and Exchange Act of 1934, as amended (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 growth |
Smaller Reporting Company Status | Smaller Reporting Company Status Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller non-affiliates equaled non-affiliates equaled |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 cash of $1,739,733 and $2,132,242 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. |
Cash Held In Trust Account | Cash Held in Trust Account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of cash equivalents in the amount of $200,066,974 and $200,018,919, respectively. Gains and losses resulting from the change in fair value of the assets held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at or non-current based not net-cash settlement |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including Class A common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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 occurrence of uncertain future events. Accordingly, at March 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement paid-in As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross Proceeds from Initial Public Offering $ 200,000,000 Less: Issuance costs related to redeemable Class A common stock (20,892,809 ) Fair value of Public Warrants (9,014,000 ) Plus: Re-measurement 29,906,809 Class A common stock subject to possible redemption $ 200,000,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas 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 federal and state 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. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from March 24, 2021 (inception) through March 31, 2021. |
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”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class Re-measurement The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,600,000 shares of Class A common stock in the aggregate. As of March 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. Class B common stock subject to forfeiture (see Note 5) are not included in weighted average shares outstanding until the forfeiture restrictions lapse. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the three months ended March 31, For the period from March 24, Redeemable Non-Redeemable Redeemable Common Stock Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 2,806,568 $ 701,642 $ — $ — Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 — — Basic and diluted net income (loss) per share $ 0.14 $ 0.14 $ — $ — |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting Subtopic 470-20, Debt—Debt ASU No. 2020-06, more convertible preferred stock will be accounted for as a single equity instrument measured at historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of TemporaryEquity | As of March 31, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross Proceeds from Initial Public Offering $ 200,000,000 Less: Issuance costs related to redeemable Class A common stock (20,892,809 ) Fair value of Public Warrants (9,014,000 ) Plus: Re-measurement 29,906,809 Class A common stock subject to possible redemption $ 200,000,000 |
Schedule of Stockholders Equity [Table Text Block] | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the three months ended March 31, For the period from March 24, Redeemable Non-Redeemable Redeemable Common Stock Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 2,806,568 $ 701,642 $ — $ — Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 — — Basic and diluted net income (loss) per share $ 0.14 $ 0.14 $ — $ — |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Schedule of Company's Assets And Liabilities | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: As of March 31, 2022 (Level 1) (Level 2) (Level 3) Assets Investment held in Trust Account $ 200,066,974 $ — $ — Liabilities Public Warrants $ 3,199,000 $ — $ — Private Placement Warrants $ — $ — $ 2,461,000 As of December 31, 2021 (Level 1) (Level 2) (Level 3) Assets Investment held in Trust Account $ 200,018,919 $ — $ — Liabilities Public Warrants $ 5,449,000 $ — $ — Private Placement Warrants $ — $ — $ 4,207,000 |
Schedule of Composition Of The Company's Fair Value | The composition of the Company’s fair value of held to maturity securities is as follows: As of March 31, 2022 As of December 31, 2021 U.S. Treasury Securities $ 200,062,783 $ 200,017,973 Cash held in Trust Account 4,191 946 $ 200,066,974 $ 200,018,919 |
Schedule of Warrant Liabilities | The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. Private Liability Public Liability Fair Value as of December 31, 2021 $ 4,207,000 $ 5,449,000 Change in fair value of warrant liabilities (1,746,000 ) (2,250,000 ) Fair Value as of March 31, 2022 $ 2,461,000 $ 3,199,000 |
Schedule of Key Inputs Into The Private Placement Warrants | The key inputs into the Private Placement Warrants model were as follows for March 31, 2022 and December 31, 2021: March 31, 2022 December 31, Common stock price $ 9.72 $ 9.55 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 2.40 % 1.11 % Volatility 6.37 % 15.66 % Term 5.50 6.00 |
Organization and Business Bac_2
Organization and Business Background - Additional Information (Detail) - USD ($) | Oct. 04, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | May 05, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Entity incorporation date of incorporation | Mar. 24, 2021 | |||
Proceeds From Issuance Of IPO | $ 200,000,000 | |||
Restricted investments term | 185 days | 185 days | ||
Percentage of shares to be redeemed on non completion of business combination | 100.00% | |||
Lock in period for redemption of public shares after closing of IPO | 18 months | |||
Share Price | $ 10 | |||
Minimum net worth to consummate business combination | $ 5,000,001 | |||
Dissolution expenses | 100,000 | |||
Cash | 1,739,733 | $ 2,132,242 | ||
Working capital (deficit) | 1,818,849 | |||
Promissory Note [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Due to related parties | 0 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Debt instrument face amount | $ 300,000 | $ 300,000 | ||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of fair market value of target business to asset held in trust account | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Price per unit sold amount to be held in the trust account | $ 10 | |||
Per share amount to be maintained in the trust account | 10 | |||
Maximum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share Price | 12 | |||
Per share amount to be maintained in the trust account | $ 10 | |||
Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants and rights issued during the period | 7,600,000 | |||
Class of warrants and rights issued, price per warrant | $ 1 | |||
Proceeds from issuance of warrants | $ 7,600,000 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock Issued During Period Shares | 20,000,000 | |||
Shares Issued Price Per Share | $ 10 | |||
Proceeds From Issuance Of IPO | $ 200,000,000 | |||
Payments to Acquire Restricted Investments | $ 200,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Temporary Equity (Detail) - USD ($) | Oct. 04, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||||
Gross Proceeds from Initial Public Offering | $ 200,000,000 | |||
Fair value of Public Warrants | $ 0 | $ (3,996,000) | ||
Class A common stock subject to possible redemption | $ 200,000,000 | |||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Re-measurement of carrying value to redemption value | $ 200,000,000 | 200,000,000 | ||
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross Proceeds from Initial Public Offering | 200,000,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross Proceeds from Initial Public Offering | 200,000,000 | |||
Issuance costs related to redeemable Class A common stock | (20,892,809) | |||
Fair value of Public Warrants | (9,014,000) | |||
Re-measurement of carrying value to redemption value | $ 20,892,809 | $ 29,906,809 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Stockholders Equity (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 |
Numerator: | ||
Allocation of net income (loss) | $ (1,343) | $ 3,508,210 |
Redeemable Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 0 | $ 2,806,568 |
Denominator: | ||
Weighted-average shares outstanding | 0 | 20,000,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.14 |
Redeemable Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 0 | $ 701,642 |
Denominator: | ||
Weighted-average shares outstanding | 0 | 5,000,000 |
Basic and diluted net income (loss) per share | $ 0 | $ 0.14 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Oct. 04, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | |||
Cash | $ 1,739,733 | $ 2,132,242 | |
FDIC Insured Amount | 250,000 | ||
Cash equivalents | $ 0 | 0 | |
Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Warrants are exercisable to purchase shares | 17,600,000 | ||
Asset Held in Trust [Member] | |||
Accounting Policies [Line Items] | |||
Cash equivalents | $ 200,066,974 | 200,018,919 | |
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Offering costs allocated to common stock | $ 200,000,000 | $ 200,000,000 | |
Warrants are exercisable to purchase shares | 0 | 0 | |
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Offering costs | $ 22,252,049 | ||
Offering costs | 4,000,000 | ||
Deferred underwriting fees | 7,000,000 | ||
Other offering costs. | 581,309 | ||
Offering costs allocated to the warrants | 1,359,240 | ||
IPO [Member] | Founder Shares [Member] | |||
Accounting Policies [Line Items] | |||
Excess fair value of founder shares attributable | 10,670,740 | ||
IPO [Member] | Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Offering costs allocated to common stock | $ 20,892,809 | $ 29,906,809 | |
Smaller Reporting Company [Member] | Market Value Of Shares Of Common Stock One [Member] | |||
Accounting Policies [Line Items] | |||
Threshold amount of market value of shares of common stock held by non-affiliates used to determine status of company | $ 250,000,000 | ||
Smaller Reporting Company [Member] | Revenue [Member] | |||
Accounting Policies [Line Items] | |||
Annual revenues equal or exceeded threshold amount during the completed period to determine status of company | 100,000,000 | ||
Smaller Reporting Company [Member] | Market Value Of Shares Of Common Stock Two [Member] | |||
Accounting Policies [Line Items] | |||
Threshold amount of market value of shares of common stock held by non-affiliates used to determine status of company | $ 700,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Oct. 04, 2021 | Mar. 31, 2022 |
Class of Stock [Line Items] | ||
Exercise price of warrant | $ 11.50 | $ 11.50 |
Aggregate per unit amount sold to be held in the trust account | $ 10 | |
Restricted Investments Term | 185 days | 185 days |
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period, Shares | 20,000,000 | |
Shares issued, Price per share | $ 10 | |
Shares issuable per warrant | 1 | |
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Number Of Days Granted To Subscribe To The Shares | 45 days | |
Common Stock, Shares Subscribed but Unissued | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 04, 2021 | May 05, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | ||||
Working Capital Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt available for conversion into warrants | $ 1,500,000 | ||||
Conversion price | $ 1 | ||||
Due to related parties | $ 0 | $ 0 | |||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Shares outstanding | 5,000,000 | 5,000,000 | |||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of Related Party Debt | $ 266,912 | ||||
Over-Allotment Option [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Shares outstanding | 5,000,000 | ||||
Sponsor and Directors [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Share price | $ 0.004 | ||||
Common stock, Shares outstanding | 5,750,000 | ||||
Common stock, Par or stated value per share | $ 0.0001 | ||||
Sponsor and Directors [Member] | Over-Allotment Option [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Shares subject to forfeiture | 750,000 | ||||
Anchor Investor [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Initial Public Offering, Units allocated Percentage | 100.00% | ||||
Sale of stock number of shares issued | 150,000 | ||||
Aggregate number of shares issued to all investors | 1,350,000 | ||||
Estimated aggregate fair value of shares attributable to investors | $ 10,676,610 | ||||
Estimated fair value per share | 7.9086 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 45,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face amount | $ 300,000 | 300,000 | |||
Sponsor [Member] | Administrative,Financial and Support Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction amount committed to pay per month | $ 15,000 | ||||
Sponsor And Jefferies [Member] | Private Placement Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Class of warrants and rights subscribed but unissued during the period | 7,600,000 | ||||
Class of warrant or right, issue price | $ 1 | ||||
Shares issuable per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | ||||
Lock in period for transfer of warrants from the date of completion of business combination | 30 days |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common stock conversion basis percentage of number of shares of common stock outstanding after conversion | 20.00% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Common stock voting rights | one vote | |
Shares subject to redemption | 20,000,000 | 20,000,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 5,000,000 | 5,000,000 |
Common stock, Shares outstanding | 5,000,000 | 5,000,000 |
Common stock voting rights | one vote |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Apr. 19, 2022USD ($) | Mar. 31, 2022USD ($)Demands$ / sharesshares | Oct. 04, 2021shares |
Loss Contingencies [Line Items] | |||
Share price | $ / shares | $ 10 | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Share price | $ / shares | $ 12 | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Loss Contingencies [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Common stock, Shares subscribed but unissued | shares | 3,000,000 | ||
Underwriting Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Underwriting discount payable per share | $ / shares | $ 0.20 | ||
Underwriting discount payable | $ | $ 4,000,000 | ||
Deferred underwriting fee, Per share | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ | $ 7,000,000 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Time period granted to underwriters for subscribing to the shares | 45 days | ||
Common stock, Shares subscribed but unissued | shares | 3,000,000 | ||
Registration Rights Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Number of times the demand could be made for registration of securities | Demands | 3 | ||
Registration Rights Agreement [Member] | Common Class A [Member] | Private Placement Warrants [Member] | |||
Loss Contingencies [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Consulting Agreement [Member] | Subsequent Event [Member] | |||
Loss Contingencies [Line Items] | |||
Initial Fee Paid | $ | $ 100,000 | ||
Contingent Fee Payable Upon Satisfaction Of Certain Transaction Milestone s | $ | $ 3,900,000 | ||
Percentage Of Public Shares Are Redeemed By Stockholders In Connection With Business Combination | 25.00% | ||
Consulting Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage Of Public Shares Are Redeemed By Stockholders In Connection With Business Combination | 25.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Oct. 04, 2021 | |
Class of warrants or rights warrants issued | 17,600,000 | ||
Exercise price of warrant | $ 11.50 | $ 11.50 | |
Share price | $ 10 | ||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | ||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||
From The Completion Of Business Combination [Member] | |||
Period after which the warrants are exercisable | 30 days | ||
From The Completion Of Initial Public Offer Member [Member] | |||
Period after which the warrants are exercisable | 12 months | ||
Common Class A [Member] | |||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining volume weighted average price of shares | 10 days | ||
Shares issued, Price per share | $ 9.20 | ||
Shares issuable per warrant | 0.361 | ||
Common Class A [Member] | Redemption Trigger Prices Below $9.20 [Member] | |||
Share price | $ 9.20 | ||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | ||
Common Class A [Member] | Redemption Trigger Prices Equals Or Exceeds $18.00 [Member] | |||
Share price | $ 18 | ||
Share redemption trigger price as a percentage of newly issued price | 180.00% | ||
Common Class A [Member] | Redemption Trigger Prices Equals Or Exceeds $10.00 [Member] | |||
Share price | $ 10 | ||
Share redemption trigger price as a percentage of newly issued price | 100.00% | ||
Public Warrants [Member] | |||
Class of warrants or rights warrants issued | 10,000,000 | ||
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Prices Equals Or Exceeds $10.00 [Member] | |||
Share price | $ 18 | ||
Private Placement Warrants [Member] | |||
Class of warrants or rights warrants issued | 7,600,000 | ||
Private Placement Warrants [Member] | Redemption Trigger Prices Equals Or Exceeds $18.00 [Member] | |||
Number of trading days for determining the share price | 20 days | ||
Share price | $ 18 | ||
Class of warrants or rights redemption price per unit | $ 0.01 | ||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Private Placement Warrants [Member] | Redemption Trigger Prices Equals Or Exceeds $10.00 [Member] | |||
Share price | $ 10 | ||
Class of warrants or rights redemption price per unit | $ 0.10 | ||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Private Placement Warrants [Member] | Common Class A [Member] | |||
Class of warrants or rights lock in period | 30 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Schedule of Company's Assets And Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investment held in Trust Account | $ 200,066,974 | $ 200,018,919 |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets | ||
Investment held in Trust Account | 200,066,974 | 200,018,919 |
Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Liabilities | 3,199,000 | 5,449,000 |
Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | ||
Assets | ||
Investment held in Trust Account | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | 0 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Liabilities | 3,199,000 | 5,449,000 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Liabilities | 2,461,000 | 4,207,000 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Assets | ||
Investment held in Trust Account | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Liabilities | $ 2,461,000 | $ 4,207,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Schedule of Composition Of The Company's Fair Value (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Of Held To Maturity Securities [Line Items] | ||
Fair value | $ 200,066,974 | $ 200,018,919 |
U.S. Treasury Securities [Member] | ||
Fair Value Of Held To Maturity Securities [Line Items] | ||
Fair value | 200,062,783 | 200,017,973 |
Cash held in Trust Account [Member] | ||
Fair Value Of Held To Maturity Securities [Line Items] | ||
Fair value | $ 4,191 | $ 946 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Schedule of Warrant Liabilities (Detail) - USD ($) | Mar. 31, 2021 | Mar. 31, 2022 |
Servicing Liabilities at Fair Value [Line Items] | ||
Change in fair value of warrant liabilities | $ 0 | $ (3,996,000) |
Level 3 [Member] | Private Warrant Liability | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Fair Value as of December 31, 2021 | 4,207,000 | |
Change in fair value of warrant liabilities | (1,746,000) | |
Fair Value as of March 31, 2022 | 2,461,000 | |
Level 3 [Member] | Public Warrant Liability | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Fair Value as of December 31, 2021 | 5,449,000 | |
Change in fair value of warrant liabilities | (2,250,000) | |
Fair Value as of March 31, 2022 | $ 3,199,000 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Schedule of Key Inputs Into The Private Placement Warrants (Detail) - Private Placement [Member] | Mar. 31, 2022 | Oct. 04, 2021 |
Common stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.72 | 9.55 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Risk-free rate of interest | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.40 | 1.11 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 6.37 | 15.66 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.50 | 6 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gain withdrawn from Trust Account to pay taxes | $ 0 | $ 18,919 | |
US Treasury Securities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets held in the Trust Account,maturity period | 185 days |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Consulting Agreement [Member] | Apr. 19, 2022USD ($) |
Subsequent Event [Line Items] | |
Initial Fee Paid | $ 100,000 |
Contingent Fee Payable Upon Satisfaction Of Certain Transaction Milestone s | $ 3,900,000 |
Percentage Of Public Shares Are Redeemed By Stockholders In Connection With Business Combination | 25.00% |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Percentage Of Public Shares Are Redeemed By Stockholders In Connection With Business Combination | 25.00% |