0001193125-22-090215 | 10-K | XBRL Viewer | First Light Acquisition Group INC

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Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Warrant [Member]	9 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	$ 13,154,000
Change in fair value	(5,163,666)
Transfer of public warrants to Level 1 measurement	(5,751,150)
Level 3 derivative warrant liabilities as of December 31, 2021	2,239,184
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	10,109,000
Change in fair value	(4,357,850)
Level 3 derivative warrant liabilities as of December 31, 2021	5,751,150
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	10,109,000
Change in fair value	(4,357,850)
Transfer of public warrants to Level 1 measurement	(5,751,150)
Forward Purchase Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	31,000
Change in fair value	490,184
Level 3 derivative warrant liabilities as of December 31, 2021	521,184
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	3,014,000
Change in fair value	(1,296,000)
Level 3 derivative warrant liabilities as of December 31, 2021	1,718,000
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	3,014,000
Change in fair value	(1,296,000)
Level 3 derivative warrant liabilities as of December 31, 2021	1,718,000
Forward Purchase Units [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial fair value at issuance	31,000
Change in fair value	490,184
Level 3 derivative warrant liabilities as of December 31, 2021	$ 521,184

Private Placement	9 Months Ended
Private Placement	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of 3,397,155 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $5,095,733, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Statement of Cash Flows	9 Months Ended
Statement of Cash Flows	Dec. 31, 2021 USD ($)
Cash Flows used in Operating Activities:
Net income	$ 3,386,750
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account	(3,115)
Interest income	(1,669)
Change in fair value of warrant liability	(5,653,850)
Change in fair value of forward purchase liability	490,184
Allocation of deferred offering cost for warrant liability	989,674
Changes in operating assets and liabilities:
Prepaid expenses	(701,852)
Accrued expenses	347,146
Accounts payable	63,839
Net cash used in operating activities	(1,082,893)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to Sponsor and Metric	25,000
Proceeds from sale of Units, net of underwriting discounts paid	227,664,942
Proceeds from the sale of Private Placement Warrants	5,095,733
Proceeds from promissory note – related party	188,804
Repayment of promissory note – related party	(188,804)
Payment of deferred offering costs	(640,129)
Net cash provided by financing activities	232,145,546
Net Change in Cash	1,062,653
Cash — Beginning of period
Cash — End of period	1,062,653
Supplemental Non-Cash Investing and Financing Activities:
Initial measurement of Class A common stock subject to possible redemption	198,363,610
Accretion Of Class A Common Stock Subject To Possible Redemption	31,641,174
Initial fair value of public warrant liability	10,109,000
Initial fair value of private warrant liability	3,014,000
Initial fair value of forward purchase units liability	31,000
Deferred underwriting fee payable	$ 8,050,000

Initial Public Offering - Additional Information (Detail) - USD ($)		9 Months Ended
	Sep. 14, 2021	Dec. 31, 2021
Disclosure Of Initial Public Offering [Line Items]
Payment to acquire restricted investments	$ 230,000,000	$ 230,000,000
Term of restricted investments	180.00%
Cash set aside from the trust account for meeting stock issuance costs		2,081,180
Aggregate Transaction Costs	$ 22,517,064
Payment of underwriting discount	2,335,058
Deferred underwriting fees payable		$ 8,050,000
Other offering costs	640,129
Excess fair value of shares held by related party	$ 11,491,877
Public Warrants [Member]
Disclosure Of Initial Public Offering [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 11.50
IPO [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity stock issued during period shares new issues	23,000,000
IPO Including Overallotement [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity issue price per share	$ 10.00

Fair Value Measurements - Summary of Fair Value Measurements Inputs into Formula (Detail)	Dec. 31, 2021	Sep. 14, 2021
Measurement Input Probability of an Acquisition Occurring [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	85.00	90.00
Measurement Input, Initial Public Offering [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.10	10.00
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.27	1.00
Measurement Input Time to the Acquisition [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.69	1.00

Significant Accounting Policies

9 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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

1,062,653

of cash and

cash equivalents as of December

2021

Cash Held in Trust Account

Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial

Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares.

Offering Costs Associated with IPO

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling $22,517,064 (consisting of $2,335,058 of underwriting fee, $8,050,000 of deferred underwriting fee, $640,129 of actual offering costs, and 11,491,877

of excess fair value of founder shares over the purchase price) were recognized with

$989,674

included in accumulated deficit as an allocation for the Public Warrants, and

$21,527,390 included in additional

paid-in

capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

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 each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional

paid-in

capital.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that

are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,

at December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders’ 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. Such changes are reflected in additional

paid-in

capital, or in the absence of additional capital, in accumulated deficit. On

Decembe

r 31

, 2021, the Company recorded an accretion of $31,636,390, $13,567,035 of which was recorded in additional

paid-in

capital and $18,069,355 was recorded in accumulated deficit. From the period from March 24, 2021 (inception) through December 31, 2021, the Company recorded accretion of $31,641,174 to remeasure Class A common stock subject to possible redemption to redemption value of $230,004,784.

Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 be sustained upon examination by taxing authorities. 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from March 24, 2021 through December 31, 2021.

Net Income (Loss) Per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and loss per

non-redeemable

common stock following the

two-class

method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and

non-redeemable

common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders.

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):


	For the period from March 24, 2021 (inception) through December 31, 2021
Net loss from inception to date of initial public offering	$	(147,444	)
Net income from date of initial public offering to year-end		3,534,194

Total income from inception to date		3,386,750
Accretion of temporary equity to redemption value		(31,641,174	)

Net loss including accretion of temporary equity to redemption value	$	(28,254,424	)


	For the period from
	March 24, 2021 (inception) through
	December 31, 2021
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net loss – inception to date of initial public offering	$	—		$	(147,444	)
Allocation of net income – from date of initial public offering to year-end		2,827,355			706,839

Total income allocated by Class	$	2,827,355		$	559,395

Less: Accretion allocation based on ownership percentage		(25,312,939	)		(6,328,235	)
Plus: accretion applicable to Class A redeemable shares		31,641,174			—

Total income (loss) by Class	$	9,155,590		$	(5,768,840	)
Weighted average shares outstanding		8,890,071			5,750,000
Income (loss) per shar e	$	1.03		$	(1.00	)

Related Parties

Parties, which can be a corporation or individual, a

e considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Dec. 31, 2021	Sep. 14, 2021
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.10	10.00
Measurement Input, Share Price [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.81	9.56
Measurement Input, Exercise Price [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.27	1.00
Measurement Input, Risk Free Interest Rate [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.32	0.94
Measurement Input, Price Volatility [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.88	15.71
Measurement Input, Expected Term [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.69	6.00
Measurement Input, Dividend Rate [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00
Measurement Input Warrant to Buy Share [Member] \| Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.5058	0.8873

Fair Value Measurements

9 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9 – FAIR VALUE MEASUREMENTS

At December 31, 2021, the Company’s warrant liability was valued at $7,469,150. Under the guidance in ASC

815-40,

the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to

re-measurement

at each balance sheet date. With each

re-measurement,

the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of 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 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 warrant liability and forward purchase unit liability are classified within Level 3 of the fair value hierarchy.

The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Forward Purchase Units		Public Warrants			Private Placement Warrants			Total Level 3 Financial Instruments
Derivative warrant liabilities at March 24, 2021 (inception)	$	—	$	—		$	—		$	—
Initial fair value at issuance		31,000		10,109,000			3,014,000			13,154,000
Change in fair value		490,184		(4,357,850	)		(1,296,000	)		(5,163,666	)
Transfer of public warrants to Level 1 measurement		—		(5,751,150	)		—			(5,751,150	)

Level 3 derivative warrant liabilities as of December 31, 2021	$	521,184	$	—		$	1,718,000		$	2,239,184

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs

(market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price 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 at December 31, 2021:


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	230,004,784	$	—	$	—
Liabilities
Public Warrants	$	5,751,150	$	—	$	—
Private Placement Warrants	$	—	$	—	$	1,718,000
Forward Purchase Units	$		$		$	521,184

The following table presents the changes in the fair value of financial instruments from March 24, 2021 (inception) through December 31, 2021:


	Public Warrants			Private Placement Warrants			Forward Purchase Units
Derivative warrant liabilities as of March 24, 2021 (inception)	$	—		$	—		$	—
Initial fair value at issuance date September 14, 2021		10,109,000			3,014,000			31,000
Change in fair value		(4,357,850	)		(1,296,000	)		490,184
Derivative warrant liabilities as of December 31, 2021	$	5,751,150		$	1,718,000		$	521,184

Measurement

The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and

one-half

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at September 14, 2021 and December 31, 2021:


	Private Placement Warrants
	September 14, 2021			December 31, 2021
Input
Ordinary share price	$	9.56		$	9.81
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		0.94	%		1.32	%
Volatility		15.71	%		9.88	%
Term		6.00			5.69
Warrant to buy one share	$	0.8873		$	0.5058
Dividend yield		0.00	%		0.00	%

The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(-

)) where

is the risk-free rate of interest and

is the time to acquisition.

The key inputs into the formula were as follows at September 14, 2021 and December 31, 2021:


	Forward Purchase Liability
	September 14, 2021			December 31, 2021
Input
Probability of an acquisition occurring		90.00	%		85.00	%
Unit price	$	10.00			10.10
Risk-free rate of interest		1.00	%		0.27	%
Time to the acquisition		1.00			0.69

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet	Dec. 31, 2021 USD ($)
Current assets
Cash	$ 1,062,653
Prepaid expenses – current	420,908
Total Current Assets	1,483,561
Marketable securities held in Trust Account	230,004,784
Prepaid expenses – non-current	280,944
TOTAL ASSETS	231,769,289
Current liabilities
Accrued expenses	347,146
Accounts payable	63,839
Total Current Liabilities	410,985
Non-current liabilities:
Warrant liability	7,469,150
Forward purchase units liability	521,184
Deferred underwriting fee payable	8,050,000
Total Non-current Liabilities	16,040,334
TOTAL LIABILITIES	16,451,319
Commitments and Contingencies
Class A common stock subject to possible redemption, 23,000,000 shares issued and outstanding at redemption value	230,004,784
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(14,687,389)
Total Stockholders' Deficit	(14,686,814)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	231,769,289
Class A common stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued
Class B common stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued	$ 575

Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($)	9 Months Ended
	Dec. 31, 2021	Mar. 23, 2021
Earnings Per Share Basic And Diluted [Line Items]
Total number of shares
Common Stock Subject To Possible Redemption [Member] \| Common Class A [Member]
Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	23,000,000
Ownership percentage	80.00%
Allocation of net income – from date of initial public offering to year-end	$ 2,827,355
Total income allocated by Class	2,827,355
Less: Accretion allocation based on ownership percentage	(25,312,939)
Plus: accretion applicable to Class A redeemable shares	31,641,174
Total income (loss) by Class	$ 9,155,590
Weighted average shares outstanding	8,890,071
Income (loss) per share	$ 1.03
Common Stock Subject To Possible Redemption [Member] \| Common Class B [Member]
Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	5,750,000
Ownership percentage	20.00%
Allocation of net loss – inception to date of initial public offering	$ (147,444)
Allocation of net income – from date of initial public offering to year-end	706,839
Total income allocated by Class	559,395
Less: Accretion allocation based on ownership percentage	(6,328,235)
Plus: accretion applicable to Class A redeemable shares	0
Total income (loss) by Class	$ (5,768,840)
Weighted average shares outstanding	5,750,000
Income (loss) per share	$ (1.00)

Stockholders' Equity - Additional Information (Detail) - $ / shares	Dec. 31, 2021	Mar. 24, 2021
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Stock, Shares, Issued	23,000,000
Common Stock, Shares, Outstanding	23,000,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	300,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Common Class A [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Common Stock, Threshold Percentage on Conversion of Shares	20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	30,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares, Issued	5,750,000
Common Stock, Shares, Outstanding	5,750,000
Percentage of common stock issued and outstanding	20.00%
Common Class B [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Percentage of common stock issued and outstanding		20.00%

Balance Sheet (Parenthetical)	Dec. 31, 2021 $ / shares shares
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Stock, Shares, Issued	23,000,000
Common Stock, Shares, Outstanding	23,000,000
Common Class A [Member]
Temporary Equity, Shares Issued	23,000,000
Temporary Equity, Shares Outstanding	23,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	300,000,000
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	30,000,000
Common Stock, Shares, Issued	5,750,000
Common Stock, Shares, Outstanding	5,750,000

Statement of Operations	9 Months Ended
Statement of Operations	Dec. 31, 2021 USD ($) $ / shares shares
Operating costs	$ 1,781,700
Loss from operations	(1,781,700)
Other income (expense):
Unrealized gain on marketable securities held in Trust Account	3,115
Interest income	1,669
Change in fair value of warrant liability	5,653,850
Change in fair value of forward purchase units	(490,184)
Other income, net	5,168,450
Net Income	$ 3,386,750
Class A Redeemable Common Stock [Member]
Other income (expense):
Weighted average shares outstanding of redeemable \| shares	8,890,071
Basic and diluted net income per share, redeemable \| $ / shares	$ 1.03
Non Redeemable Class B Common Stock [Member]
Other income (expense):
Weighted average shares outstanding of redeemable \| shares	5,750,000
Basic and diluted net income per share, redeemable \| $ / shares	$ (1.00)

Income Tax (Tables)

9 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

The Company’s net deferred tax assets at December 31, 2021 is as follows:


	December 31, 2021
Capitalized start-up costs	$	413,817
Unrealized gains on marketable securities		(802	)
Charitable contributions		5,019
Net operating loss carryforward		39,344

Total deferred tax assets		457,378
Valuation allowance		(457,378	)

Deferred tax assets	$	—

Schedule of Components of Income Tax Expense

The income tax provision for the period from March 24, 2021 (inception) through December 31, 2021 consists of the following:


	December 31, 2021
Current expense (benefit)
Federal	$	—
State		—
Deferred expense (benefit)
Federal		(373,152	)
State		(84,226	)
Change in Valuation Allowance		457,378

Income tax provision	$	—

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:


	December 31, 2021
Statutory federal income tax rate		21.00	%
State taxes, net of federal tax benefit		(2.49	)%
Change in fair value of warrant liabilities		(35.05	)%
Change in valuation allowance		13.50	%
Change in fair value of forward purchase units		3.04	%

Income tax provision		0.00	%

Related Party Transactions	9 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On March 24, 2021, the Sponsor and Metric purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. This amount was paid on behalf of the Company to cover certain expenses. The number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A common stock for cash, securities or other property. The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. In connection with the closing of the Initial Public Offering, certain anchor investor acquired from the Sponsor and Metric in the aggregate 1,452,654 Founder Shares at the original purchase price that the Sponsor and Metric paid for the Founder Shares. Each anchor investor has agreed with the Sponsor and Metric that, if it does not purchase in the Initial Public Offering the number of Units in its indication of interest, it will automatically forfeit its interest in all such Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of the IPO date, the Company had drawn down $188,804 under the promissory note to pay for offering expenses. The Promissory Note was non-interest bearing and the full amount outstanding was repaid upon the closing of the IPO. As of December 31, 2021, no amounts are outstanding under the Promissory Note. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor intends to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company intends to have the ability to repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company intends to have the ability to 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. 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company has the option, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial, and administrative support.

Subsequent Events	9 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the audited balance sheet date through March 30, 2022, the date that the audited financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 14, 2021	Dec. 31, 2021
Shares, Issued	1
Stock Conversion Basis	one-half of one Public Warrant
Warrant liability		$ 7,469,150

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)			9 Months Ended
	Sep. 30, 2021	Sep. 14, 2021	Dec. 31, 2021
Accounting Policies Line Items [Line Items]
Accretion of Class A common stock to redemption value			$ 31,636,390
Payments to Acquire Restricted Investments		$ 230,000,000	$ 230,000,000
Minimum Time Limit To Complete Business Combination From The Date Of Initial Public Offer	12 days
Percentage Of Public Shares To Be Redeemed In Case Business Combination Does Not Occur			100.00%
Aggregate Transaction Costs		22,517,064
Stock Underwriting Expenses		2,335,058
Deferred Underwriting Fees Payable			$ 8,050,000
Other Offering Costs		640,129
Excess Fair Value Of Shares Held By Related Party		11,491,877
Unrecognized Tax Benefits			0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			0
Cash, FDIC Insured Amount			250,000
Cash Equivalents, at Carrying Value			0
Cash			1,062,653
Accretion of temporary equity to redemption value			$ (31,641,174)
Common Class A [Member]
Accounting Policies Line Items [Line Items]
Temporary Equity, Shares Outstanding			23,000,000
Accretion of temporary equity to redemption value			$ 31,641,174
Temporary equity, Redemption value			230,004,784
Additional Paid-in Capital [Member]
Accounting Policies Line Items [Line Items]
Accretion of Class A common stock to redemption value			13,567,035
Aggregate Transaction Costs		21,527,390
Retained Earnings [Member]
Accounting Policies Line Items [Line Items]
Accretion of Class A common stock to redemption value			$ 18,069,355
Aggregate Transaction Costs		$ 989,674

Warrants - Additional Information (Detail) - $ / shares	Dec. 31, 2021	Sep. 30, 2021	Sep. 14, 2021	Aug. 21, 2021
IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	14,897,155
Share Price Equal or Less Nine point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	115.00%
Common Class A [Member]
Class of Warrant or Right [Line Items]
Share Price				$ 10.00
Common Class A [Member] \| Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	180.00%
Common Class A [Member] \| Share Price Equal or Less Nine point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 9.20
Minimum Percentage Gross Proceeds Required from Issuance of Equity	60.00%
Class of Warrant or Right Minimum Notice Period for Redemption	20 days
Minimum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.00
Maximum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 18.00
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Exercisable Term from the Date of Completion of Business Combination		30 days
Warrants Exercisable Term from the Closing of IPO		12 days
Minimum Lock in Period for SEC Registration from Date of Business Combination		15 days
Minimum Lock in Period to Become Effective After the Closing of the initial Business Combination		60 days
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.50
Minimum Lock in Period for Transfer, Assign or Sell Warrants After Completion of IPO	30 days
Public Warrants [Member] \| IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	11,500,000
Redemption of Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 18.00
Number of Consecutive Trading Days for Determining Share Price	20 days
Number of Trading Days for Determining Share Price	30 days
Class of Warrants, Redemption Price Per Unit	$ 0.01
Class of Warrants, Redemption Notice Period	30 days
Redemption of Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 10.00
Class of Warrants, Redemption Price Per Unit	$ 0.10
Class of Warrants, Redemption Notice Period	30 days
Private Placement Warrants [Member] \| IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	3,397,155
Private Placement Warrants [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Private Placement Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 18.00

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Detail)	9 Months Ended
	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	(2.49%)
Change in fair value of warrant liabilities	(35.05%)
Change in valuation allowance	13.50%
Change in fair value of forward purchase units	3.04%
Income tax provision	0.00%

Statement of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit - 9 months ended Dec. 31, 2021 - USD ($)	Total	Private Placement Warrants [Member]	Sponsor [Member]	Common Stock Subject To Possible Redemption [Member] Class A common stock [Member]	Common Stock Subject To Possible Redemption [Member] Class B common stock [Member]	Common Stock [Member] Class B common stock [Member]	Common Stock [Member] Class B common stock [Member] Sponsor [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Private Placement Warrants [Member]	Additional Paid-in Capital [Member] Sponsor [Member]	Accumulated Deficit [Member]
Beginning balance at Mar. 23, 2021
Beginning balance, shares at Mar. 23, 2021
Issuance of Class B common stock	$ 4,975		$ 20,025			$ 114	$ 461	$ 4,861		$ 19,564
Issuance of Class B common stock , shares						1,144,250	4,605,750
Issuance of Class A common stock				$ 198,363,610
Issuance of Class A common stock , shares				23,000,000
Deemed capital contribution from sale of private placement warrants		$ 2,081,733							$ 2,081,733
Forward purchase units liability	(31,000)							(31,000)
Excess fair value of anchor investor shares over purchase price	11,491,877							11,491,877			$ 0
Accretion of Class A common stock to redemption value	(31,636,390)			$ 31,636,390				$ (13,567,035)			(18,069,355)
Remeasurement of Class A common stock to redemption value	(4,784)			4,784							(4,784)
Net income	3,386,750										3,386,750
Ending balance at Dec. 31, 2021	$ (14,686,814)			$ 230,004,784		$ 575					$ (14,687,389)
Ending balance, shares at Dec. 31, 2021				23,000,000	5,750,000	5,750,000

Income Tax

9 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

NOTE 10 — INCOME TAX

The Company’s net deferred tax assets at December 31, 2021 is as follows:


	December 31, 2021
Capitalized start-up costs	$	413,817
Unrealized gains on marketable securities		(802	)
Charitable contributions		5,019
Net operating loss carryforward		39,344

Total deferred tax assets		457,378
Valuation allowance		(457,378	)

Deferred tax assets	$	—

The income tax provision for the period from March 24, 2021 (inception) through December 31, 2021 consists of the following:


	December 31, 2021
Current expense (benefit)
Federal	$	—
State		—
Deferred expense (benefit)
Federal		(373,152	)
State		(84,226	)
Change in Valuation Allowance		457,378

Income tax provision	$	—

As of December 31, 2021, the Company has federal net operating loss carryforwards of $152,852 that may be carried forward indefinitely. As of December 31, 2021, the Company has gross state NOL carryforwards of $152,852 which begin to expire in 2041.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from March 24, 2021 (inception) through December 31, 2021, the change in the valuation allowance was

$457,378.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:


	December 31, 2021
Statutory federal income tax rate		21.00	%
State taxes, net of federal tax benefit		(2.49	)%
Change in fair value of warrant liabilities		(35.05	)%
Change in valuation allowance		13.50	%
Change in fair value of forward purchase units		3.04	%

Income tax provision		0.00	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Private Placement - Additional Information (Detail) - USD ($)		9 Months Ended
	Sep. 14, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Proceeds from sale of warrants	$ 5,095,733	$ 5,095,733
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period units	3,397,155
Class of warrants or rights issued issue price per unit	$ 1.50
Proceeds from sale of warrants	$ 5,095,733
Common Class A [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of Securities Called by Each Warrant or Right		1
Class of warrant or right, exercise price of warrants or rights		$ 11.50

Fair Value Measurements (Tables)

9 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Change in the Fair Value of Derivative Warrant Liabilities


	Forward Purchase Units		Public Warrants			Private Placement Warrants			Total Level 3 Financial Instruments
Derivative warrant liabilities at March 24, 2021 (inception)	$	—	$	—		$	—		$	—
Initial fair value at issuance		31,000		10,109,000			3,014,000			13,154,000
Change in fair value		490,184		(4,357,850	)		(1,296,000	)		(5,163,666	)
Transfer of public warrants to Level 1 measurement		—		(5,751,150	)		—			(5,751,150	)

Level 3 derivative warrant liabilities as of December 31, 2021	$	521,184	$	—		$	1,718,000		$	2,239,184

The following table presents the changes in the fair value of financial instruments from March 24, 2021 (inception) through December 31, 2021:


	Public Warrants			Private Placement Warrants			Forward Purchase Units
Derivative warrant liabilities as of March 24, 2021 (inception)	$	—		$	—		$	—
Initial fair value at issuance date September 14, 2021		10,109,000			3,014,000			31,000
Change in fair value		(4,357,850	)		(1,296,000	)		490,184
Derivative warrant liabilities as of December 31, 2021	$	5,751,150		$	1,718,000		$	521,184

Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

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 at December 31, 2021:


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	230,004,784	$	—	$	—
Liabilities
Public Warrants	$	5,751,150	$	—	$	—
Private Placement Warrants	$	—	$	—	$	1,718,000
Forward Purchase Units	$		$		$	521,184

Summary of Fair Value Measurements Inputs

The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at September 14, 2021 and December 31, 2021:


	Private Placement Warrants
	September 14, 2021			December 31, 2021
Input
Ordinary share price	$	9.56		$	9.81
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		0.94	%		1.32	%
Volatility		15.71	%		9.88	%
Term		6.00			5.69
Warrant to buy one share	$	0.8873		$	0.5058
Dividend yield		0.00	%		0.00	%

The key inputs into the formula were as follows at September 14, 2021 and December 31, 2021:


	Forward Purchase Liability
	September 14, 2021			December 31, 2021
Input
Probability of an acquisition occurring		90.00	%		85.00	%
Unit price	$	10.00			10.10
Risk-free rate of interest		1.00	%		0.27	%
Time to the acquisition		1.00			0.69

Income Tax - Additional Information (Detail)	9 Months Ended
Income Tax - Additional Information (Detail)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Line Items]
Change in Valuation Allowance	$ 457,378
Domestic Tax Authority [Member] \| Non Expirable [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	152,852
State and Local Jurisdiction [Member] \| Tax Year Two Thousand and Forty One Expirable [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 152,852
Operating loss carryforwards expiration year	2041 years

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 6 — STOCKHOLDERS’ EQUITY Preferred stock — The Company is authorized to issue up to 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2021, there were no preferred shares issued or outstanding. Class A common stock — The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021, there were no shares of Class A common stock issued and outstanding, except for 23,000,000 shares of Class A common stock subject to possible redemption. Class B common stock — The Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding, so that such shares will collectively represent 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. The shares of Class B common stock (founder shares) will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Income Tax - Schedule of Components of Income Tax Expense (Detail)	9 Months Ended
	Dec. 31, 2021 USD ($)
Deferred expense (benefit)
Federal	$ (373,152)
State	(84,226)
Change in Valuation Allowance	$ 457,378

Significant Accounting Policies - Summary of Computation Details of Final Net Income Loss Available to Common Stockholders (Detail)	9 Months Ended
	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Net loss from inception to date of initial public offering	$ (147,444)
Net income from date of initial public offering to year-end	3,534,194
Total income from inception to date	3,386,750
Accretion of temporary equity to redemption value	(31,641,174)
Net loss including accretion of temporary equity to redemption value	$ (28,254,424)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Significant Accounting Policies (Tables)

9 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Computation Details Of Final Net Income Loss Available To Common Stockholders

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):


	For the period from March 24, 2021 (inception) through December 31, 2021
Net loss from inception to date of initial public offering	$	(147,444	)
Net income from date of initial public offering to year-end		3,534,194

Total income from inception to date		3,386,750
Accretion of temporary equity to redemption value		(31,641,174	)

Net loss including accretion of temporary equity to redemption value	$	(28,254,424	)

Schedule of Earnings Per Share, Basic and Diluted


	For the period from
	March 24, 2021 (inception) through
	December 31, 2021
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net loss – inception to date of initial public offering	$	—		$	(147,444	)
Allocation of net income – from date of initial public offering to year-end		2,827,355			706,839

Total income allocated by Class	$	2,827,355		$	559,395

Less: Accretion allocation based on ownership percentage		(25,312,939	)		(6,328,235	)
Plus: accretion applicable to Class A redeemable shares		31,641,174			—

Total income (loss) by Class	$	9,155,590		$	(5,768,840	)
Weighted average shares outstanding		8,890,071			5,750,000
Income (loss) per shar e	$	1.03		$	(1.00	)

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 — COMMITMENTS Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder 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 lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount, which the underwriter has exercised. The underwriter was entitled to a cash underwriting discount of $ 2,335,058 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriter will be entitled to a deferred fee of $ 0.35 per Unit, or $ 8,050,000 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. Forward Purchase Agreement In August 2021, the Company has entered into a forward purchase agreement with Franklin Strategic Series – Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby Franklin has agreed to purchase (subject to certain conditions set forth therein) 5,000,000 shares of Class A common stock plus 2,500,000 forward purchase warrants, exercisable to purchase one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and one-half of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The obligations under the forward purchase agreement do not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders. Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company. The Company accounts for the forward purchase agreement in accordance with the guidance in ASC 815-40 as derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations.

Warrants

9 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrants

NOTE 7 – WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is 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, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering 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 a 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, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A common stock equals or exceeds $18.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A common stock for any

trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders (referred to as the “Reference Value”) equals or exceeds $

18.00

per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”).

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per

Class A common stock

equals or exceeds $10.00.

Once the Public Warrants become exercisable, the Company may redeem the Public 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 based on the redemption date and the fair market value of the Class A common stock;

•

if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and

•

if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until

days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company accounts for the

14,897,155

warrants that were issued in connection with the Initial Public Offering (comprised of the

11,500,000

Public Warrants and the

3,397,155

Private Placement Warrants) in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Description Of Organization and Business Operations	9 Months Ended
Description Of Organization and Business Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization and Business Operations	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS First Light Acquisition Group, Inc. (the “Company”) is a blank check company formed in Delaware on March 24, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and costs in pursuit of identifying a target for the 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 income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated the IPO of 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,397,155 Private Placement Warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant in a private placement to certain funds and accounts managed by First Light Acquisition Group, LLC (the “Sponsor”) and Metric Finance Holdings I, LLC (“Metric”) generating proceeds of $5,095,733 from the sale of the Private Placement Warrants. Following the closing of the IPO on September 14, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”), located in the United States which will be 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from September 14, 2021 (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of December 31, 2021, the Company had $1,062,653 in operating cash and working capital of $1,072,576. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment from the Sponsor and Metric of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”) (see Note 5), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain oper