0001193125-22-216531 | 10-Q | XBRL Viewer | First Light Acquisition Group INC

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Organization and Plans of Business Operations	6 Months Ended
Organization and Plans of Business Operations	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Plans of Business Operations	NOTE 1. ORGANIZATION AND PLANS OF 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 June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company did not have any activity for the period from March 24, 2021 (inception) through June 30, 2021. 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 12 months (or up to 18 months if we were to exercise the two three-month extensions pursuant to our certificate of incorporation) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that such could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are 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 these uncertainties. Going Concern As of June 30, 2022 and December 31, 2021, the Company had $328,843 and $1,062,653 operating cash, respectively, and working capital of $386,007 and $1,072,576, respectively. The Company’s liquidity needs up to June 30, 2022 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 operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

At June 30, 2022 and December 31, 2021, the Company’s warrant liability was valued at $1,345,000 and $7,469,150, respectively. 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 June 30, 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 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
Level 3 financial instruments as of December 31, 2021		521,184			—		1,718,000			2,239,184
Change in fair value		122,020			—		(482,000	)		(359,980	)

Level 3 financial instruments as of March 31, 2022		643,204			—		1,236,000			1,879,204
Change in fair value		(332,983	)		—		(926,000	)		(1,258,983	)
Transfer to Level 2		—			—		(310,000	)		(310,000	)

Level 3 financial instruments as of June 30, 2022	$	310,221		$	—	$	—		$	310,221

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 presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	June 30, 2022
	Level 1		Level 2		Level 3
Assets
Cash and marketable securities held in trust account	$	230,183,554	$	—	$	—
Liabilities
Public Warrants	$	1,035,000	$	—	$	—
Private Placement Warrants	$	—	$	310,000	$	—
Forward Purchase Units	$	—	$	—	$	310,221


	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

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period ended December 31, 2021, the Public Warrants began trading separately on November 1, 2021 at the option of the holder and thus were transferred from Level 3 to Level 1. The Company transferred the Private Placement Warrants from Level 3 to Level 2 during the three months ended June 30, 2022, as the inputs significant to the valuation became observable as they are benchmarked to those used for the Public Warrants.

The following table presents the changes in the fair value of financial instruments from December 31, 2021 through June 30, 2022:


	Public Warrants			Private Placement Warrants			Forward Purchase Units
Derivative warrant liabilities as of December 31, 2021		5,751,150			1,718,000			521,184
Change in fair value		(1,612,300	)		(482,000	)		122,020

Derivative warrant liabilities as of March 31, 2022	$	4,138,850		$	1,236,000		$	643,204
Change in fair value		(3,103,850	)		(926,000	)		(332,983	)

Derivative warrant liabilities as of June 30, 2022	$	1,035,000		$	310,000		$	310,221

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 share of Class A common stock and

one-half

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (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 June 30, 2022 and December 31, 2021:


	Private Placement Warrants
	June 30, 2022		December 31, 2021
Input
Ordinary share price	$	9.94	$	9.81
Exercise price	$	11.50	$	11.50


	Private Placement Warrants
	June 30, 2022			December 31, 2021
Risk-free rate of interest		2.99	%		1.32	%
Volatility		1.34	%		9.88	%
Term		5.44			5.69
Warrant to buy one share	$	0.09		$	0.51
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 determined using the market conversion textbook formula for a forward contract and based upon the exchange closing prices of common stock and the Public Warrants. As the exchange closing price of the Public Warrants implicitly includes a probability of the warrants being worthless in the absence of a Business combination, the observed closing price was grossed up to reflect their value specific to scenarios where a Business Combination is effectuated. The market conversion textbook formula is

= S

– F

e^[-r

(T-t)]

where:

•

= Value of forward contract to the long party

•

= Asset price at measurement date

•

= Contractual forward price

•

R = Risk-free rate

•

T-t

= Remaining term to expiration

The key inputs into the formula were as follows at June 30, 2022 and December 31, 2021:


	Forward Purchase Liability
	June 30, 2022			December 31, 2021
Input
Implied Unit price	$	10.05		$	10.10
Contractual forward price	$	10.00		$	10.00
Risk-free rate of interest		2.32	%		0.27	%
Remaining term to expiration		0.44			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

Summary of Significant Accounting Policies - Summary of Computation Details of Final Net Income Loss Available to Common Stockholders (Detail) - USD ($)		3 Months Ended				6 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Accounting Policies [Abstract]
Net income for the three and six months ended June 30, 2022	$ 0	$ 4,161,210	$ 1,462,193	$ (83,303)	$ (83,303)	$ 5,623,403
Accretion of temporary equity to redemption value		(159,999)				(178,770)
Net income including accretion of temporary equity to redemption value		$ 4,001,211				$ 5,444,633

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

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

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
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-Paragraph 11
-Subparagraph (b)
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 60B
-Subparagraph (c)
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Related Party Transactions - Additional Information (Detail) - USD ($)					3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 14, 2021	Sep. 13, 2021	Aug. 21, 2021	Mar. 24, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Mar. 31, 2021
Related Party Transaction [Line Items]
Proceeds from Related Party Debt					$ 188,804	$ 0
Common Class A [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			5,000,000
Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding				20.00%
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount								$ 300,000
Proceeds from Related Party Debt	$ 188,804
Sponsor [Member] \| Share Price more than or Equals to USD Twelve [Member] \| Common Class A [Member]
Related Party Transaction [Line Items]
Share Transfer, Trigger Price Per Share						$ 12
Number of Consecutive Trading Days For Determining Share Price							20 days
Number of Trading Days for Determining Share Price							30 days
Threshold Number of Trading Days For Determining Share Price From Date of Business Combination				120 days
Sponsor [Member] \| Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services				$ 5,750,000
Stock Issued During Period, Shares, New Issues				25,000
Sponsor [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current						$ 0	$ 0
Bank Overdrafts						$ 0	$ 0
Sponsor [Member] \| Administrative and Support Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction		$ 10,000
Anchor investor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services				1,452,654

Condensed Statements of Cash Flows - USD ($)	3 Months Ended			6 Months Ended
Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 4,161,210	$ (83,303)	$ (83,303)	$ 5,623,403
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		0		(176,504)
Unrealized gain on marketable securities held in Trust Account		0		(2,266)
Change in fair value of warrant liability	(4,029,850)	0	0	(6,124,150)
Change in fair value of forward purchase unit liability	(332,983)	0	0	(210,963)
Changes in operating assets and liabilities:
Prepaid expenses		(22,500)		193,994
Accounts payable		0		(1,295)
Accrued expenses		52,800		(36,029)
Deferred offering costs		(65,801)		0
Net cash used in operating activities		(118,804)		(733,810)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note		188,804		0
Proceeds from issuance of Class B common stock to Sponsor		20,025		0
Proceeds from issuance of Class B common stock to Metric		4,975		0
Net cash provided by financing activities		213,804		0
Net Change in Cash		95,000		(733,810)
Cash – Beginning		0		1,062,653
Cash – Ending	$ 328,843	95,000	$ 95,000	328,843
Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption		0		178,770
Deferred offering cost included in accrued offering cost		$ 441,575		$ 0

Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - Common Stock Subject To Possible Redemption [Member] - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 23, 2021
Common Class A [Member]
Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	23,000,000	23,000,000	23,000,000	23,000,000	0	0	0
Ownership percentage	80.00%	80.00%
Allocation of net income based on ownership percentage	$ 3,328,968	$ 4,498,722
Less: Allocation of accretion based on ownership percentage	(127,999)	(143,016)
Plus: Accretion applicable to Class A redeemable shares	159,999	178,770
Total income by Class	$ 3,360,968	$ 4,534,476
Weighted average shares outstanding, Basic	23,000,000	23,000,000
Weighted average shares outstanding, Diluted	23,000,000	23,000,000
Income per share, Basic	$ 0.15	$ 0.2
Income per share, Diluted	$ 0.15	$ 0.2
Common Class B [Member]
Earnings Per Share Basic And Diluted [Line Items]
Total number of shares	5,750,000	5,750,000
Ownership percentage	20.00%	20.00%
Allocation of net income based on ownership percentage	$ 832,242	$ 1,124,681
Less: Allocation of accretion based on ownership percentage	(32,000)	(35,754)
Plus: Accretion applicable to Class A redeemable shares	0	0
Total income by Class	$ 800,242	$ 1,088,927
Weighted average shares outstanding, Basic	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000
Income per share, Basic	$ 0.14	$ 0.19
Income per share, Diluted	$ 0.14	$ 0.19

Stockholders' Equity - Additional Information (Detail) - $ / shares	Jun. 30, 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, 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	300,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	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	30,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,750,000	5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000

Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Warrant [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	$ 1,879,204	$ 2,239,184
Derivative warrant liabilities	310,221	1,879,204
Change in fair value	(1,258,983)	(359,980)
Transfer to Level 2	(310,000)
Level 3 derivative warrant liabilities	310,221	1,879,204
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	4,138,850	5,751,150
Derivative warrant liabilities	1,035,000	4,138,850
Change in fair value	(3,103,850)	(1,612,300)
Level 3 derivative warrant liabilities	1,035,000	4,138,850
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	0	0
Derivative warrant liabilities	0	0
Change in fair value	0
Level 3 derivative warrant liabilities	0	0
Forward Purchase Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value		122,020
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	1,236,000	1,718,000
Derivative warrant liabilities	310,000	1,236,000
Change in fair value	(926,000)	(482,000)
Level 3 derivative warrant liabilities	310,000	1,236,000
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	1,236,000	1,718,000
Derivative warrant liabilities	0	1,236,000
Change in fair value	(926,000)	(482,000)
Transfer to Level 2	(310,000)
Level 3 derivative warrant liabilities	0	1,236,000
Forward Purchase Units [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	643,204	521,184
Derivative warrant liabilities	310,221	643,204
Change in fair value	(332,983)	122,020
Level 3 derivative warrant liabilities	310,221	643,204
Forward Purchase Units [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 derivative warrant liabilities	643,204	521,184
Derivative warrant liabilities	310,221	643,204
Change in fair value	(332,983)
Level 3 derivative warrant liabilities	$ 310,221	$ 643,204

Fair Value Measurements - Summary of Fair Value Measurements Inputs into Formula (Detail)	Jun. 30, 2022	Dec. 31, 2021
Measurement Input, Implied Unit price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.05	10.1
Measurement Input, Contractual forward price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10	10
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.32	0.27
Measurement Input, Remaining term to expiration [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.44	0.69

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Sep. 30, 2021	Sep. 14, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies Line Items [Line Items]
Accretion of Class A common stock to redemption value			$ 159,999	$ 178,770
Payments to Acquire Restricted Investments		$ 230,000,000
Minimum Time Limit To Complete Business Combination From The Date Of Initial Public Offer	12 months
Percentage Of Public Shares To Be Redeemed In Case Business Combination Does Not Occur			100.00%	100.00%
Aggregate Transaction Costs		22,517,063
Stock Underwriting Expenses		2,335,058
Deferred Underwriting Fees Payable			$ 8,050,000	$ 8,050,000
Other Offering Costs		640,129
Excess Fair Value Of Shares Held By Related Party		11,491,876
Unrecognized Tax Benefits			0	0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			0	0	0
Cash, FDIC Insured Amount			250,000	250,000
Cash Equivalents, at Carrying Value			0	0	0
Cash			328,843	328,843	1,062,653
Cash Held in Trust Account			$ 230,183,554	$ 230,183,554	$ 230,004,784
Common Class A [Member]
Accounting Policies Line Items [Line Items]
Temporary Equity, Shares Outstanding			23,000,000	23,000,000	23,000,000
Temporary equity, Redemption value			$ 230,183,554	$ 230,183,554	$ 230,004,789
Additional Paid-in Capital [Member]
Accounting Policies Line Items [Line Items]
Aggregate Transaction Costs		21,527,389
Retained Earnings [Member]
Accounting Policies Line Items [Line Items]
Aggregate Transaction Costs		$ 989,674

Organization and Plans of Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Sep. 14, 2021	Sep. 09, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Nature of Operations [Line Items]
Proceeds from issuance of Class A common stock	$ 5,095,733
Payment to acquire restricted investments	$ 230,000,000
Term of restricted investments	180.00%
Restricted investment value per share	$ 10
Cash				$ 328,843	$ 1,062,653
Net Working Capital				386,007	$ 1,072,576
Proceeds from Issuance of Common Stock	$ 25,000		$ 20,025	$ 0
Minimum [Member]
Nature of Operations [Line Items]
Period within which business combination shall be consummated from the consummation of Initial public offer	12 months
Maximum [Member]
Nature of Operations [Line Items]
Period within which business combination shall be consummated from the consummation of Initial public offer	18 months
Class B common stock [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Class B common stock [Member] \| Sponsor And Metric [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Private Placement Warrants [Member]
Nature of Operations [Line Items]
Temporary equity issue price per share	$ 1.5
Class of warrants or rights warrants issued during the period units	3,397,155	3,397,155
IPO [Member]
Nature of Operations [Line Items]
Temporary equity stock shares issued during the period new issues	23,000,000	23,000,000
Temporary equity issue price per share	$ 10
Payment to acquire restricted investments	$ 230,000,000
Over-Allotment Option [Member]
Nature of Operations [Line Items]
Temporary equity stock shares issued during the period new issues	230,000,000	3,000,000
IPO Including Over allotment [Member]
Nature of Operations [Line Items]
Temporary equity stock value issued during the period	$ 5,095,733
Temporary equity issue price per share	$ 10

Subsequent Events - Additional Information (Detail) - Subsequent Event [Member]	3 Months Ended
	Dec. 14, 2022	Sep. 14, 2022
Subsequent Event [Line Items]
Maximum extension period	9 months
Percentage of the amount then on deposit in the trust account to be paid for each three month extension		1.00%

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 14, 2021	Jun. 30, 2022	Dec. 31, 2021
Shares, Issued	1
Stock Conversion Basis	one-half of one Public Warrant
Warrant Liability		$ 1,345,000	$ 7,469,150

Condensed Statements of Changes in Class A Common stock Subject to Possible Redemption and Shareholders' Deficit - USD ($)

Total

Sponsor [Member]

^[1]

Metric [Member]

^[2]

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]

^[1]

Common Stock [Member]

Class B common stock [Member]

Metric [Member]

^[2]

Additional Paid-in Capital [Member]

Sponsor [Member]

^[1]

Additional Paid-in Capital [Member]

Metric [Member]

^[2]

Accumulated Deficit [Member]

Beginning balance at Mar. 23, 2021

$ 0

Beginning balance, shares at Mar. 23, 2021

Issuance of Class B common stock

$ 20,025

$ 4,975

$ 461

$ 114

$ 19,564

$ 4,861

Issuance of Class B common stock , shares

4,605,750

1,144,250

Net income (loss)

Ending balance at Mar. 31, 2021

25,000

$ 0

$ 575

24,425

Ending balance, shares at Mar. 31, 2021

5,750,000

Beginning balance at Mar. 23, 2021

$ 0

Beginning balance, shares at Mar. 23, 2021

Net income (loss)

(83,303)

Ending balance at Jun. 30, 2021

(58,303)

$ 0

$ 575

24,425

(83,303)

Ending balance, shares at Jun. 30, 2021

5,750,000

Beginning balance at Mar. 31, 2021

25,000

$ 0

$ 575

24,425

Beginning balance, shares at Mar. 31, 2021

5,750,000

Net income (loss)

(83,303)

Ending balance at Jun. 30, 2021

(58,303)

$ 0

$ 575

24,425

(83,303)

Ending balance, shares at Jun. 30, 2021

5,750,000

Beginning balance at Dec. 31, 2021

(14,686,814)

$ 230,004,784

$ 575

(14,687,389)

Beginning balance, shares at Dec. 31, 2021

23,000,000

5,750,000

Remeasurement of Class A common stock to redemption value

(18,771)

$ 18,771

(18,771)

Net income (loss)

1,462,193

Ending balance at Mar. 31, 2022

(13,243,392)

$ 230,023,555

$ 575

(13,243,967)

Ending balance, shares at Mar. 31, 2022

23,000,000

5,750,000

Beginning balance at Dec. 31, 2021

(14,686,814)

$ 230,004,784

$ 575

(14,687,389)

Beginning balance, shares at Dec. 31, 2021

23,000,000

5,750,000

Net income (loss)

5,623,403

Ending balance at Jun. 30, 2022

(9,242,181)

$ 230,183,554

$ 575

(9,242,756)

Ending balance, shares at Jun. 30, 2022

23,000,000

5,750,000

Beginning balance at Mar. 31, 2022

(13,243,392)

$ 230,023,555

$ 575

(13,243,967)

Beginning balance, shares at Mar. 31, 2022

23,000,000

5,750,000

Remeasurement of Class A common stock to redemption value

(159,999)

$ 159,999

(159,999)

Net income (loss)

4,161,210

Ending balance at Jun. 30, 2022

$ (9,242,181)

$ 230,183,554

$ 575

$ 0

$ (9,242,756)

Ending balance, shares at Jun. 30, 2022

23,000,000

5,750,000

[1]	Includes up to 600,750 Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The over-allotment option was exercised in full on September 14, 2022.
[2]	Includes up to 149,250 Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The over-allotment option was exercised in full on September 14, 2022.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

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 income per common share for the three months ended June 30, 2022 (in dollars, except per share amounts):


	Three Months Ended June 30, 2022
Net income for the three months ended June 30, 2022	$	4,161,210
Accretion of temporary equity to redemption value		(159,999	)

Net income including accretion of temporary equity to redemption value	$	4,001,211

The following table reflects the calculation of basic and diluted net income per common share for the six months ended June 30, 2022 (in dollars, except per share amounts):


	Six Months Ended June 30, 2022
Net income for the six months ended June 30, 2022	$	5,623,403
Accretion of temporary equity to redemption value		(178,770	)

Net income including accretion of temporary equity to redemption value	$	5,444,633

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended June 30, 2022
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net income based on ownership percentage	$	3,328,968		$	832,242
Less: Allocation of accretion based on ownership percentage		(127,999	)		(32,000	)
Plus: Accretion applicable to Class A redeemable shares		159,999			—

Total income by Class	$	3,360,968		$	800,242

Weighted average shares outstanding		23,000,000			5,750,000
Income per share	$	0.15		$	0.14


	Six Months Ended June 30, 2022
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net income based on ownership percentage	$	4,498,722		$	1,124,681
Less: Allocation of accretion based on ownership percentage		(143,016	)		(35,754	)
Plus: Accretion applicable to Class A redeemable shares		178,770			—

Total income by Class	$	4,534,476		$	1,088,927

Weighted average shares outstanding		23,000,000			5,750,000
Income per share	$	0.20		$	0.19

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review and except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. The Company recently filed a preliminary proxy statement in connection with a special meeting to be held for the purpose of voting on: (i) a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company is required to consummate a business combination from September 14, 2022 to December 14, 2022 and provide the Board the ability to further extend the date by which the Company has to consummate a business combination up to three additional times for three months each time, for a maximum of 9 additional months if our sponsor pays an amount equal to 1% of the amount then on deposit in the trust account for each three-month extension, which amount shall be deposited in the trust account (the “Charter Amendment Proposal”) and (ii) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.

Condensed Statements of Changes in Class A Common stock Subject to Possible Redemption and Shareholders' Deficit (Parenthetical) - Class B common stock [Member]	Jun. 30, 2022 shares
Sponsor [Member]
Common stock subject to forfeiture	600,750
Metric [Member]
Common stock subject to forfeiture	149,250

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2022
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.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

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

and Article 8 of Regulation

S-X

of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K

as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 either not an emerging growth company or 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 $328,843 and $1,062,653 of operating cash and no cash equivalents as of June 30, 2022 and December 31, 2021, respectively.

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 up to 18 months if we were to exercise the two three-month extensions provided for in our certificate of incorporation) 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, or during any Extension Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. The Company had $230,183,554 and $230,004,784 of cash held in the trust account as of June 30, 2022 and December 31, 2021, respectively.

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 $22,517,063 (consisting of $2,335,058 of underwriting fee, $8,050,000 of deferred underwriting fee (see Note 8), $640,129 of actual offering costs, and $11,491,876 of excess fair value of Founder Shares) were recognized with $989,674 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $21,527,389 included in additional

paid-in

capital.

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 June 30, 2022 and 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. The Company recorded accretion of $159,999 and $178,770 for the three and six months ended June 30, 2022, respectively, to remeasure Class A common stock subject to possible redemption to redemption value. Class A common stock subject to possible redemption totaled 230,183,554 and $230,004,789 as of June 30, 2022 and December 31, 2021, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC

740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not 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 June 30, 2022 and 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 has been subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2022.

Net Income per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income 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 attributable to both the Class A redeemable common stock and

non-redeemable

common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Earnings per share for the three months ended June 30, 2021 and for the period from March 24, 2021 (inception) through June 30, 2021 is calculated by dividing the net loss into the number of Class B common stock issued, as Class B common stock was the only common stock issued in these periods and there was no temporary equity to remeasure.

The following table reflects the calculation of basic and diluted net income per common share for the three months ended June 30, 2022 (in dollars, except per share amounts):


	Three Months Ended June 30, 2022
Net income for the three months ended June 30, 2022	$	4,161,210
Accretion of temporary equity to redemption value		(159,999	)

Net income including accretion of temporary equity to redemption value	$	4,001,211


	Three Months Ended June 30, 2022
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net income based on ownership percentage	$	3,328,968		$	832,242
Less: Allocation of accretion based on ownership percentage		(127,999	)		(32,000	)
Plus: Accretion applicable to Class A redeemable shares		159,999			—

Total income by Class	$	3,360,968		$	800,242

Weighted average shares outstanding		23,000,000			5,750,000
Income per share	$	0.15		$	0.14

The following table reflects the calculation of basic and diluted net income per common share for the six months ended June 30, 2022 (in dollars, except per share amounts):


	Six Months Ended June 30, 2022
Net income for the six months ended June 30, 2022	$	5,623,403
Accretion of temporary equity to redemption value		(178,770	)

Net income including accretion of temporary equity to redemption value	$	5,444,633


	Six Months Ended June 30, 2022
	Class A			Class B
Total number of shares		23,000,000			5,750,000
Ownership percentage		80	%		20	%
Allocation of net income based on ownership percentage	$	4,498,722		$	1,124,681
Less: Allocation of accretion based on ownership percentage		(143,016	)		(35,754	)
Plus: Accretion applicable to Class A redeemable shares		178,770			—

Total income by Class	$	4,534,476		$	1,088,927

Weighted average shares outstanding		23,000,000			5,750,000
Income per share	$	0.20		$	0.19

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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

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

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid 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.

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.

Related Parties

Parties, which can be a corporation or individual, are 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.

Recent 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 pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Income Tax	6 Months Ended
Income Tax	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Tax	NOTE 10. INCOME TAX During the three and six months ended June 30, 2022, the Company did not record any income tax benefits for the net operating losses incurred due to the uncertainty of realizing a benefit from those items. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and have concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2022 and December 31, 2021.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies - Additional Information (Detail) - USD ($)			6 Months Ended
	Sep. 14, 2021	Aug. 21, 2021	Jun. 30, 2022
Shares, Issued	1
Stock Conversion Basis	one-half of one Public Warrant
Payment Of Underwriting Discount	$ 2,335,058
Forward Purchase Agreement [Member]
Number of Securities Called by Each Warrant or Right		2,500,000
Underwriters Agreement [Member] \| Over-Allotment Option [Member]
Deferred Underwriting Commission Per Unit \| $ / shares			$ 0.35
Deferred Underwriting Commissions Noncurrent			$ 8,050,000
Stock Issued During Period, Shares, New Issues			3,000,000
Option vesting period			45 days
Payment Of Underwriting Discount			$ 2,335,058
Common Class A [Member]
Stock Issued During Period, Shares, New Issues		5,000,000
Shares, Issued		1
Shares Issued, Price Per Share		$ 11.5
Stock Issued During Period, Value, New Issues		$ 50,000,000
Share Price		$ 10
Stock Conversion Basis		one-half of one warrant

Warrants - Additional Information (Detail) - $ / shares	6 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Jun. 30, 2022	Sep. 09, 2021	Aug. 21, 2021
IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	14,897,155
Common Class A [Member]
Class of Warrant or Right [Line Items]
Share Price			$ 10
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	$ 9.2
Minimum Percentage Gross Proceeds Required from Issuance of Equity	60.00%
Class of Warrant or Right Minimum Notice Period for Redemption	20 days
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	115.00%
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
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
Maximum [Member] \| 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 Adjustment Percentage Higher of Market Value	180.00%
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 months
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		$ 11.5
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
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
Class of Warrants, Redemption Price Per Unit	$ 0.1
Class of Warrants, Redemption Notice Period	30 days
Redemption of Warrants [Member] \| Common Class A [Member] \| Share Price Equal or Less Nine point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 10
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.5
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] \| Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 18

Condensed Statements of Operations - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Operating costs

$ 361,622

$ 83,303

$ 890,480

Loss from operations

(361,622)

(83,303)

(890,480)

Other income:

Change in fair value of warrant liability

4,029,850

6,124,150

Change in fair value of forward purchase unit liability

332,983

210,963

Interest income on marketable securities held in Trust Account

159,999

176,504

Unrealized gain on marketable securities held in Trust Account

2,266

Other income, net

4,522,932

6,513,883

Net income (loss)

$ 4,161,210

$ (83,303)

$ 5,623,403

Class A Redeemable Common Stock [Member]

Other income:

Weighted average shares outstanding of redeemable, Basic

23,000,000

Weighted average shares outstanding of redeemable, Diluted

23,000,000

Basic and diluted net income per share, redeemable, Basic

$ 0.15

$ 0

$ 0.2

Basic and diluted net income per share, redeemable, Diluted

$ 0.15

$ 0

$ 0.2

Non Redeemable Class B Common Stock [Member]

Other income:

Weighted average shares outstanding of redeemable, Basic

^[1]

5,750,000

5,000,000

5,750,000

Weighted average shares outstanding of redeemable, Diluted

^[1]

5,750,000

5,000,000

5,750,000

Basic and diluted net income per share, redeemable, Basic

$ 0.14

$ (0.02)

$ 0.19

Basic and diluted net income per share, redeemable, Diluted

$ 0.14

$ (0.02)

$ 0.19

[1]

Excludes up to 750,000 Class B common stock for the period from March 24, 2021 (inception) through June 30, 2021 that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The over-allotment option was exercised in full on September 14, 2022.

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($)	Sep. 14, 2021	Sep. 09, 2021
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights		$ 11.5
Class of warrants or rights warrants issued during the period units	3,397,155	3,397,155
Class of warrants or rights issued issue price per unit		$ 1.5
Proceeds from sale of warrants		$ 5,095,733
Common Class A [Member]
Class of Stock [Line Items]
Number of Securities Called by Each Warrant or Right		1

Initial Public Offering - Additional Information (Detail) - USD ($)	Sep. 14, 2021	Sep. 09, 2021	Jun. 30, 2022
Disclosure Of Initial Public Offering [Line Items]
Payment to acquire restricted investments	$ 230,000,000
Aggregate Transaction Costs	22,517,063
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	$ 11,491,876
Public Warrants [Member]
Disclosure Of Initial Public Offering [Line Items]
Class of warrant or right, exercise price of warrants or rights		$ 11.5
IPO [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity stock issued during period shares new issues	23,000,000	23,000,000
Temporary equity issue price per share	$ 10
Payment to acquire restricted investments	$ 230,000,000
Aggregate Transaction Costs	22,517,064
Excess fair value of shares held by related party	$ 11,491,877
Over-Allotment Option [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity stock issued during period shares new issues	230,000,000	3,000,000
IPO Including Overallotement [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity issue price per share		$ 10

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Change in the Fair Value of Derivative Warrant Liabilities

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
Level 3 financial instruments as of December 31, 2021		521,184			—		1,718,000			2,239,184
Change in fair value		122,020			—		(482,000	)		(359,980	)

Level 3 financial instruments as of March 31, 2022		643,204			—		1,236,000			1,879,204
Change in fair value		(332,983	)		—		(926,000	)		(1,258,983	)
Transfer to Level 2		—			—		(310,000	)		(310,000	)

Level 3 financial instruments as of June 30, 2022	$	310,221		$	—	$	—		$	310,221

The following table presents the changes in the fair value of financial instruments from December 31, 2021 through June 30, 2022:


	Public Warrants			Private Placement Warrants			Forward Purchase Units
Derivative warrant liabilities as of December 31, 2021		5,751,150			1,718,000			521,184
Change in fair value		(1,612,300	)		(482,000	)		122,020

Derivative warrant liabilities as of March 31, 2022	$	4,138,850		$	1,236,000		$	643,204
Change in fair value		(3,103,850	)		(926,000	)		(332,983	)

Derivative warrant liabilities as of June 30, 2022	$	1,035,000		$	310,000		$	310,221

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


	June 30, 2022
	Level 1		Level 2		Level 3
Assets
Cash and marketable securities held in trust account	$	230,183,554	$	—	$	—
Liabilities
Public Warrants	$	1,035,000	$	—	$	—
Private Placement Warrants	$	—	$	310,000	$	—
Forward Purchase Units	$	—	$	—	$	310,221


	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 June 30, 2022 and December 31, 2021:


	Private Placement Warrants
	June 30, 2022		December 31, 2021
Input
Ordinary share price	$	9.94	$	9.81
Exercise price	$	11.50	$	11.50


	Private Placement Warrants
	June 30, 2022			December 31, 2021
Risk-free rate of interest		2.99	%		1.32	%
Volatility		1.34	%		9.88	%
Term		5.44			5.69
Warrant to buy one share	$	0.09		$	0.51
Dividend yield		0.00	%		0.00	%

The key inputs into the formula were as follows at June 30, 2022 and December 31, 2021:


	Forward Purchase Liability
	June 30, 2022			December 31, 2021
Input
Implied Unit price	$	10.05		$	10.10
Contractual forward price	$	10.00		$	10.00
Risk-free rate of interest		2.32	%		0.27	%
Remaining term to expiration		0.44			0.69

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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 Stock, Shares, Issued	23,000,000
Common Stock, Shares, Outstanding	23,000,000
Common Class A [Member]
Temporary Equity, Shares Issued	23,000,000	23,000,000
Temporary Equity, Shares Outstanding	23,000,000	23,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	300,000,000	300,000,000
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	30,000,000	30,000,000
Common Stock, Shares, Issued	5,750,000	5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8. COMMITMENTS AND CONTINGENCIES 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’s 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 exercised in full on September 14, 2021. The underwriter was paid a cash underwriting discount of $2,335,058 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee is 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.