0001193125-22-085334 | 10-K | XBRL Viewer

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Consolidated Balance Sheet	Dec. 31, 2021 USD ($)
Current Assets
Cash	$ 79,785
Prepaid expenses	749,808
Total Current Assets	829,593
Cash held in Trust Account	253,788,923
TOTAL ASSETS	254,618,516
Current Liabilities
Accrued expenses	5,035,963
Total Current Liabilities	5,035,963
Warrant liabilities	16,306,393
Deferred underwriting fee payable	8,881,809
TOTAL LIABILITIES	30,224,165
Commitments
Class A common stock subject to possible redemption 25,376,598 shares at redemption value of $10.00 per share	253,765,980
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Accumulated deficit	(29,372,263)
Total Stockholders' Deficit	(29,371,629)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	254,618,516
Class A [Member]
Current Liabilities
Class A common stock subject to possible redemption 25,376,598 shares at redemption value of $10.00 per share	253,765,980
Stockholders' Deficit
Common Stock	0
Class B [Member]
Stockholders' Deficit
Common Stock	$ 634

Consolidated Balance Sheet (Parenthetical)	Dec. 31, 2021 $ / shares shares
Preferred Stock, Par Value \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Temporary Equity, Par Value \| $ / shares	$ 10.00
Common Stock, Par Value \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	0
Common Stock Subject To Possible Redemption	25,376,598
Class B [Member]
Common Stock, Par Value \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150

Consolidated Statements of Operations

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

Formation and operational costs

$ 6,376,928

Loss from operations

(6,376,928)

Other income (expense):

Changes in fair value of warrant liability

3,061,951

Transaction costs allocated to warrant liabilities

(600,571)

Fair value of Private Placement Warrant liability in excess of proceeds received

(1,377,059)

Interest earned on Trust Account

22,943

Total other income, net

1,107,264

Net loss

(5,269,664)

Class A [Member]

Other income (expense):

Net loss

$ (4,095,639)

Weighted average shares outstanding | shares

21,782,802

Basic and diluted net income (loss) per share | $ / shares

$ (0.19)

Class B [Member]

Other income (expense):

Net loss

$ (1,174,025)

Weighted average shares outstanding | shares

6,244,094

^[1]

Basic and diluted net income (loss) per share | $ / shares

$ (0.19)

[1]

In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at December 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.

Consolidated Statements of Operations (Parenthetical) - Common Class B [Member] - shares		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021	Jan. 22, 2021
Common Stock, Shares, Outstanding		6,344,150
Founder Shares [Member]
Forfeiture of Founder Shares, Shares	124,600	124,600
Common stock shares not subject to forfeiture		719,150
Common Stock, Shares, Outstanding		6,344,150	6,408,750

Consolidated Statement of Changes in Stockholders' Deficit - 12 months ended Dec. 31, 2021 - USD ($)	Total	Class B [Member]	Common Stock [Member] Class B [Member]	Additional Paid in Capital	Accumulated Deficit
Beginning balance at Jan. 13, 2021	$ 0		$ 0	$ 0	$ 0
Beginning balance, Shares at Jan. 13, 2021			0
Issuance of Class B common stock to Sponsor	25,000		$ 647	24,353	0
Issuance of Class B common stock to Sponsor, Shares			6,468,750
Accretion for Class A common shares to redemption amount	(24,126,952)			(24,366)	(24,102,599)
Forfeiture of Founder Shares	0		$ (13)	13	0
Forfeiture of Founder Shares, Shares			(124,600)
Net loss	(5,269,664)	$ (1,174,025)	$ 0	0	(5,269,664)
Ending balance at Dec. 31, 2021	$ (29,371,629)		$ 634	$ 0	$ (29,372,263)
Ending balance, Shares at Dec. 31, 2021			6,344,150

- Definition

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

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- 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.

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Consolidated Statement Of Changes In Stockholders' Deficit (Parenthetical) - Common Class B [Member] - shares		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021	Jan. 22, 2021
Common Stock, Shares, Outstanding		6,344,150
Founder Shares [Member]
Forfeiture of Founder Shares, Shares	124,600	124,600
Common stock shares not subject to forfeiture		719,150
Common Stock, Shares, Outstanding		6,344,150	6,408,750

Consolidated Statement of Cash Flows	12 Months Ended
Consolidated Statement of Cash Flows	Dec. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (5,269,664)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(22,943)
Changes in fair value of warrant liabilities	(3,061,951)
Transaction costs allocated to warrant liabilities	600,571
Fair value of Private Placement Warrant liability in excess of proceeds received	1,377,059
Changes in operating assets and liabilities:
Prepaid expenses	(749,808)
Accrued expenses	5,035,963
Net cash used in operating activities	(2,090,773)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(253,765,980)
Net cash used in investing activities	(253,765,980)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	248,690,660
Proceeds from sale of Private Placements Warrants	7,650,320
Repayment of promissory note - related party	(88,142)
Payment of offering costs	(316,300)
Net cash provided by financing activities	255,936,538
Net Change in Cash	79,785
Cash - Beginning of period	0
Cash - End of period	79,785
Non-cash Investing and Financing Activities:
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs paid through promissory note	88,142
Deferred underwriting fee payable	8,881,809
Forfeiture of Founder Shares	$ (13)

Description of Organization and Business Operations	12 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 VPC Impact Acquisition Holdings III, Inc. (now known as Dave Inc.) (the “Company”) was a blank check company incorporated in Delaware on January 14, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On January 5, 2022 (the “Closing Date”), the Company consummated the previously announced transaction (pursuant to that certain Agreement and Plan of Merger, dated June 7, 2021 (the “Business Combination Agreement”), by and among Dave Inc. (prior to the Mergers (as defined below), hereinafter referred to as “Legacy Dave”), VPC Impact Acquisition Holdings III, Inc. (“VPCC”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly owned subsidiary of VPCC (“First Merger Sub”), and Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of VPCC (“Second Merger Sub” and together with the First Merger Sub, the “Merger Subs”). On January 5, 2022, pursuant to the Business Combination Agreement, First Merger Sub merged with and into Legacy Dave (the “First Merger”), with Legacy Dave surviving the First Merger as a wholly owned subsidiary of VPCC (such company, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger,” the Second Merger together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”), with Second Merger Sub (such entity, following the Second Merger, the “Surviving Entity”) surviving the Second Merger as a wholly owned subsidiary of VPCC (VPCC following such Mergers, hereinafter referred to as the “Company” or “Dave”). Following the Mergers, “VPC Impact Acquisition Holdings III, Inc.” was renamed “Dave Inc.” and the Surviving Entity was renamed “Dave Operating LLC”. On January 5, 2022, the holders of (a) Legacy Dave Capital Stock and (b) Legacy Dave’s options to purchase Legacy Dave Capital Stock pursuant to the Legacy Dave Stock Plan (the “Legacy Dave Options”), received aggregate merger consideration with an implied value of $3,500,000,000 (the “Equity Value”), consisting of a number of shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and shares of Class V common stock of the Company, par value $0.0001 per share (the “Class V Common Stock”, and together with the Class A Common Stock, the “Common Stock”), with each deemed to have a value of $10.00 per share, equal to the Equity Value divided by $10.00 (such aggregate merger consideration, the “Aggregate Stock Consideration”). PIPE Investment Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors agreed to purchase an aggregate of 21,000,000 shares of Class A Common Stock in a private placement for $10.00 per share (the “PIPE Investment”). On August 17, 2021, one of the PIPE Investors entered into an amendment to the Subscription Agreement to allow such PIPE Investor to pre-fund its $15,000,000 obligation under the Subscription Agreement in exchange for a promissory note in the principal amount of $15,000,000 convertible into 1,500,000 shares of Class A Common Stock at Closing. The Business Combination Agreement and the Business Combination was approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on January 4, 2022 (the “Special Meeting”). Prior to the Special Meeting, holders of 22,417,767 shares of the VPCC Class A Common Stock exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of approximately $224,195,436. The per share redemption price of $10.00 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the Share Redemption, had a balance immediately prior to the Closing of $29,590,655. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of 5,392,528 outstanding Founder Shares into shares of Class A Common Stock on a one-for-one basis and the issuance of an additional 21,000,000 shares of Class A Common Stock in the PIPE Investment as described above), there were 372,000,732 shares of Common Stock, including 323,550,093 shares of Class A Common Stock and 48,450,639 shares of Class V Common Stock, issued and outstanding and warrants to purchase 11,444,364 shares of Class A Common Stock of the Company (“Warrants”) issued and outstanding. Business Prior to the Business Combination Prior to the Business Combination, the Company had two wholly owned subsidiaries which were formed on May 27, 2021, First Merger Sub and Second Merger Sub. All activity through December 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the acquisition of Dave Inc. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 4. Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Liquidity and Capital Resources As of December 31, 2021, the Company had $79,785 in its operating bank accounts and a working capital of deficit $4,206,370. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares and the loan of up to $300,000 from the Sponsor pursuant to the Promissory Note (see Note 5). The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the private placement held outside of the Trust Account. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with Legacy Dave. The Company completed its Business Combination on January 5, 2022, which was the Business Combination with Legacy Dave, and has raised sufficient capital for its operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 consolidated 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 the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated

statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $13,786,001

were charged to temporary equity upon the completion of the Initial Public Offering, and

$600,570 of the offering costs were related to the warrant liabilities and charged to the consolidated statement of operations.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 25,376,598 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s 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 statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not 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 the 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.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,444,364 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented.

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


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts 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 Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10).

Fair Value Measurements

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

•

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

•

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

•

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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 consolidated statement 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 consolidated 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.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. 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 consolidated financial statements.

Initial Public offering	12 Months Ended
Initial Public offering	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,320 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net 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 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.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares issued and outstanding. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Promissory Note—Related Party On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 14, 2021 (inception) through December 31, 2021, the Company incurred $100,000 in fees for these services, of which $ 90,000 is included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2021.

Commitments	12 Months Ended
Commitments	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate 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 and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee was paid to the underwriters at the closing of the Business Combination on January 5, 2022.

Stockholders' equity	12 Months Ended
Stockholders' equity	Dec. 31, 2021
Equity [Abstract]
Stockholders' equity	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At December 31, 2021, there were 25,376,598 Class A common stock issued and outstanding, which are presented as temporary equity. Class B Common Stock —The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2021, there were 6,344,150 shares of Class B common stock issued and outstanding. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Warrant Liabilities

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Warrant Liabilities

NOTE 8. WARRANT LIABILITIES

As of December 31, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00:

—Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants for when the price per share of Class

A common stock equals or exceeds $10.00:

— Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the

initial

stockholders

or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of December 31, 2021, there were 5,100,214 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

NOTE 9. INCOME TAX

The Company’s net deferred tax assets are as follows:


	December 31, 2021
Deferred tax asset
Net operating loss carryforward	$	30,182
Startup/Organizational expenses		1,304,155

Total deferred tax assets		1,334,337
Valuation allowance		(1,334,337	)

Deferred tax assets, net of allowance	$	—

The income tax provision consists of the following:


	December 31, 2021
Federal
Current	$	—
Deferred		(1,334,337	)
State
Current	$	—
Deferred		—
Change in valuation allowance		1,334,337

Income tax provision	$	—

As of December 31, 2021, the Company had $143,723 in U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, 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 January 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance w

as $1,334,337.

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		21.0	%
State taxes, net of federal tax benefit		0.0
Chang in fair value of warrant liabilities		12.2
Transaction costs allocated to warrant liabilities		(2.4	)
Compensation expense—warrants		(5.5	)
Change in valuation allowance		(25.3	)

Income tax provision		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- 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

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10. FAIR VALUE MEASUREMENTS

At December 31, 2021, assets held in the Trust Account were comprised of $253,788,923

in cash. Through December 31, 2021, the Company withdrew no interest earned on the Trust.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability—Public Warrants	$	6,756,519	$	6,756,519	$	—	$	—

Warrant Liability—Private Placement Warrants	$	9,549,874	$	—	$	—	$	9,549,874

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Black Scholes Model was used in estimating the fair value of the Public Warrants for periods prior to their detachment and where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market.

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—	$	—		$	—
Initial measurement on March 9, 2021 (Initial Public Offering)		9,027,379		10,340,965			19,368,344
Change in fair value		522,495		(253,766	)		268,729
Transfer to Level 1		—		(10,087,199	)		(10,087,199	)

Fair value as of December 31, 2021	$	9,549,874	$	—		$	9,549,874

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 14, 2021 (inception) through December 31, 2021 was $10,087,199.

- 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

Subsequent Events	12 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 balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in these financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 5, 2022 the Company completed its Business Combination with Legacy Dave.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Offering Costs

were charged to temporary equity upon the completion of the Initial Public Offering, and

$600,570 of the offering costs were related to the warrant liabilities and charged to the consolidated statement of operations.

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations.

Class A Common Stock Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Income Taxes

Net Loss per Common Share

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


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

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

•

Derivative Financial Instruments

re-valued

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.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Reconciliation of common stock reflected in the balance sheet

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:


Gross proceeds	$	253,765,980
Less:
Proceeds allocated to Public Warrants		(10,340,965	)
Class A common stock issuance costs		(13,786,000	)
Plus:
Accretion of carrying value to redemption value		24,126,965

Class A common stock subject to possible redemption	$	253,765,980

Schedule of Earnings Per Share Basic And Diluted

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


	For the Period from January 14, 2021 (Inception) Through December 31, 2021
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss, as adjusted	$	(4,095,639	)	$	(1,174,025	)
Denominator:
Basic and diluted weighted average common shares outstanding		21,782,802			6,244,094

Basic and diluted net loss per common share	$	(0.19	)	$	(0.19	)

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Components of Deferred Tax Assets [Abstract]

Schedule of Company's net deferred tax assets

The Company’s net deferred tax assets are as follows:


	December 31, 2021
Deferred tax asset
Net operating loss carryforward	$	30,182
Startup/Organizational expenses		1,304,155

Total deferred tax assets		1,334,337
Valuation allowance		(1,334,337	)

Deferred tax assets, net of allowance	$	—

Schedule of Income tax provision

The income tax provision consists of the following:


	December 31, 2021
Federal
Current	$	—
Deferred		(1,334,337	)
State
Current	$	—
Deferred		—
Change in valuation allowance		1,334,337

Income tax provision	$	—

Schedule of Reconciliation of the federal income tax rate

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		21.0	%
State taxes, net of federal tax benefit		0.0
Chang in fair value of warrant liabilities		12.2
Transaction costs allocated to warrant liabilities		(2.4	)
Compensation expense—warrants		(5.5	)
Change in valuation allowance		(25.3	)

Income tax provision		0.0	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Fair Value, Assets Measured on Recurring Basis


Description	December 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability—Public Warrants	$	6,756,519	$	6,756,519	$	—	$	—

Warrant Liability—Private Placement Warrants	$	9,549,874	$	—	$	—	$	9,549,874

Summary of public warrants and the black-scholes-merton model

The key inputs into the Black Scholes Model for the Public Warrants and the Modified Black Scholes Option Pricing Model for the Private Placement Warrants were as follows:


	January 12, 2021
	(Initial Measurement)						December 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	10.25
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		23.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00	%		0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.26	%

Summary of changes in fair value of the warrant liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—	$	—		$	—
Initial measurement on March 9, 2021 (Initial Public Offering)		9,027,379		10,340,965			19,368,344
Change in fair value		522,495		(253,766	)		268,729
Transfer to Level 1		—		(10,087,199	)		(10,087,199	)

Fair value as of December 31, 2021	$	9,549,874	$	—		$	9,549,874

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)					8 Months Ended	12 Months Ended
	Jan. 05, 2022	Jan. 04, 2022	Aug. 17, 2021	Mar. 09, 2021	Sep. 30, 2021	Dec. 31, 2021	Jan. 13, 2021
Gross proceeds from units issued				$ 253,765,980
Proceeds from warrants issued						$ 7,650,320
Stock issued, transaction costs				14,386,571
Underwriting fees				5,075,320
Deferred underwriting fees				8,881,809
Other offering costs				429,442
Cash						79,785	$ 0
Business acquisition equity value	$ 10.00
Working capital						4,206,370
Due to Related Parties, Current						300,000
Offering costs paid by Sponsor in exchange for issuance of founder shares					$ 25,000	$ 25,000
Warrants To Purchase Class A Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						11,444,364
PIPE Investors [Member]
Common stock conversion basis						one-for-one
Common Stock, Shares, Outstanding						372,000,732
Dave Inc [Member]
Aggregate merger consideration	$ 3,500,000,000
Business acquisition share value per share	$ 10.00
Subscription Agreement [Member] \| PIPE Investors [Member]
Debt Instrument, Face Amount			$ 15,000,000
Subscription Agreement prefund Obligation			$ 15,000,000
Business Combination Agreement Under the Special Meeting [Member]
Redemption price		$ 10.00
Temporary Equity, Carrying Amount, Attributable to Parent		$ 29,590,655
Private Investment In Public Equity [Member]
Stock Issued During Period, Shares, New Issues						21,000,000
Class A [Member]
Gross proceeds from units issued						$ 253,765,980
Issuance of additional Shares						0
Class A [Member] \| PIPE Investors [Member]
Common Stock, Shares, Outstanding						323,550,093
Class A [Member] \| Dave Inc [Member]
Business acquisition share value per share	0.0001
Class A [Member] \| Subscription Agreement [Member]
Debt Conversion, Converted Instrument, Shares Issued			1,500,000
Class A [Member] \| Business Combination Agreement Under the Special Meeting [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		22,417,767
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 10.00
Stock Issued During Period, Value, Stock Options Exercised		$ 224,195,436
Class A [Member] \| Founder Shares [Member] \| PIPE Investors [Member]
Common Stock, Shares, Outstanding						5,392,528
Common Class V [Member] \| PIPE Investors [Member]
Issuance of additional Shares						48,450,639
Common Stock, Shares, Outstanding						48,450,639
Common Class V [Member] \| Dave Inc [Member]
Business acquisition share value per share	$ 0.0001
IPO [Member]
Number of units issued				25,376,598		$ 25,376,598
Gross proceeds from units issued				$ 253,765,980
Shares issued, price per share				$ 10.00
Private Placement Warrants [Member]
Number of warrants issued				5,100,214
Number of warrants issued, price per share				$ 1.50
Proceeds from warrants issued				$ 7,650,321
Over-Allotment Option [Member]
Number of units issued				$ 2,876,598		$ 2,876,598
Shares issued, price per share						$ 10.00
Private Placement [Member] \| Class A [Member] \| Subscription Agreement [Member] \| PIPE Investors [Member]
Shares issued, price per share						$ 10.00
Stock Issued During Period, Shares, New Issues						21,000,000

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($) shares
Cash equivalents	$ 0
Offering costs charged to equity	13,786,001
Unrecognized Tax Benefits	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
FDIC Insured Amount	250,000
Transaction costs allocable to warrant liabilities	$ 600,570
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares	11,444,364

Summary of Significant Accounting Policies - Schedule of Reconciliation of common stock reflected in the balance sheet (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Gross proceeds	$ 253,765,980
Less:Proceeds allocated to Public Warrants		$ (7,650,320)
Less:Class A common stock issuance costs		(316,300)
Plus:Accretion of carrying value to redemption value		(24,126,952)
Class A common stock subject to possible redemption		253,765,980
Common Class A [Member]
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Gross proceeds		253,765,980
Less:Class A common stock issuance costs		(13,786,000)
Plus:Accretion of carrying value to redemption value		24,126,965
Class A common stock subject to possible redemption		253,765,980
Common Class A [Member] \| Public Warrants [Member]
Reconciliation Of Common Stock Reflected In The Balance Sheet [Line Items]
Less:Proceeds allocated to Public Warrants		$ (10,340,965)

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail)

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

Numerator: Earnings allocable to Redeemable Class A Common Stock

Allocation of net loss, as adjusted

$ (5,269,664)

Common Class A [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Allocation of net loss, as adjusted

$ (4,095,639)

Denominator: Weighted Average Redeemable Class A Common Stock

Basic and diluted weighted average common shares outstanding | shares

21,782,802

Basic and diluted net loss per common shares | $ / shares

$ (0.19)

Common Class B [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Allocation of net loss, as adjusted

$ (1,174,025)

Denominator: Weighted Average Redeemable Class A Common Stock

Basic and diluted weighted average common shares outstanding | shares

6,244,094

^[1]

Basic and diluted net loss per common shares | $ / shares

$ (0.19)

[1]

- Definition

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

+ References

+ Details

Initial Public offering - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.50
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 25,376,598	$ 25,376,598
Shares issued, price per share	$ 10.00
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 2,876,598	$ 2,876,598
Shares issued, price per share		$ 10.00

Private Placement - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 09, 2021	Dec. 31, 2021
Private Placement [Line Items]
Sale of stock,price per share		$ 9.20
Private Placement Warrants [Member]
Private Placement [Line Items]
Exercise price of warrants		$ 11.50
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants issued		5,100,214
Number of warrants issued, price per share		$ 1.50
Value of warrants issued		7,650,320
Over-Allotment Option [Member]
Private Placement [Line Items]
Sale of stock, number of shares issued in transaction	2,876,598
Sale of stock,price per share	$ 10.00
Sale of stock, consideration received	$ 253,765,980

Related Party Transactions - Additional Information (Detail) - USD ($)					12 Months Ended
	Mar. 09, 2021	Mar. 04, 2021	Jan. 22, 2021	Jan. 19, 2021	Dec. 31, 2021	Jan. 14, 2021
Related Party Transaction [Line Items]
Stock shares issued during the period value for services rendered					$ 25,000
Repayment of promissory note					88,142
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses		$ 10,000			100,000
Sponsor [Member] \| Related Party Loan [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory Note face amount						$ 300,000
Repayment of promissory note	$ 88,142
Promissory note outstanding					$ 0
Founder Shares [Member] \| Lock In Period One [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					1 year
Founder Shares [Member] \| Lock In Period Two [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					150 days
Class A [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding					20.00%
Number of consecutive trading days for determining the share price					10 days
Number of trading days for determining the share price					30 days
Class A [Member] \| Founder Shares [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Share Price					$ 12.00
Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding					6,344,150
Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered				6,468,750
Stock shares issued during the period value for services rendered				$ 25,000
Common Stock, Shares, Outstanding			6,408,750		6,344,150
Common stock share subject to forfeiture			843,750
Percentage of common stock shares outstanding			20.00%
Common stock shares not subject to forfeiture					719,150
Share based compensation other than employee stock scheme shares forfeited during the period	124,600				124,600
Class B [Member] \| Founder Shares [Member] \| Board Of Directors [Member]
Related Party Transaction [Line Items]
Shares transferred to related party			60,000

Commitments - Additional Information (Detail)	Dec. 31, 2021 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable	$ 8,881,809
Underwriting Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share \| $ / shares	$ 0.35
Deferred underwriting fee payable	$ 8,881,809

Stockholders' Equity - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Jan. 22, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred Stock par or stated value per share	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	0
Temporary Equity, Shares Issued	25,376,598
Temporary equity shares outstanding	25,376,598
Class A [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150
Class B [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding	6,344,150	6,408,750
Percentage of common stock shares outstanding		20.00%

Warrant Liabilities - Additional Information (Detail)	12 Months Ended
Warrant Liabilities - Additional Information (Detail)	Dec. 31, 2021 $ / shares shares
Subsidiary or Equity Method Investee [Line Items]
Sale of stock issue price per share	$ 9.20
Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding \| shares	5,100,214
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding \| shares	6,344,150
Exercise price	$ 11.50
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20
Number of consecutive trading days for determining the share price	20 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%
Event Trigerring The Value Of Warrants [Member] \| Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years
Exercise price	$ 11.50
Triggering Share Price One [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price One [Member] \| Minimum [Member] \| Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01
Triggering Share Price Two [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price Two [Member] \| Minimum [Member] \| Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	12 months
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days

Income Tax - Additional Information (Detail)	12 Months Ended
Income Tax - Additional Information (Detail)	Dec. 31, 2021 USD ($)
Change in the valuation allowance	$ 1,334,337
U.S. Federal and State [Member]
Net operating loss	$ 143,723

Income Tax - Schedule of Company's net deferred tax assets (Detail)	Dec. 31, 2021 USD ($)
Deferred tax asset
Net operating loss carryforward	$ 30,182
Startup/Organizational expenses	1,304,155
Total deferred tax assets	1,334,337
Valuation allowance	(1,334,337)
Deferred tax assets, net of allowance	$ 0

Income Tax - Schedule of Income tax provision (Detail)	12 Months Ended
Income Tax - Schedule of Income tax provision (Detail)	Dec. 31, 2021 USD ($)
Federal
Current	$ 0
Deferred	(1,334,337)
State
Current	0
Deferred	0
Change in valuation allowance	1,334,337
Income tax provision	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Tax - Schedule of Reconciliation of the federal income tax rate (Detail)	12 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	0.00%
Chang in fair value of warrant liabilities	12.20%
Transaction costs allocated to warrant liabilities	(2.40%)
Compensation expense—warrants	(5.50%)
Change in valuation allowance	(25.30%)
Income tax provision	0.00%

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2021 USD ($)
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 9,549,874
Public Warrants [Member]
Liabilities:
Warrant Liability	6,756,519
Quoted Prices in Active Markets (Level 1) [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	0
Quoted Prices in Active Markets (Level 1) [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	6,756,519
Significant Other Observable Inputs (Level 2) [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	0
Significant Other Observable Inputs (Level 2) [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	0
Significant Other Observable Inputs (Level 3) [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	9,549,874
Significant Other Observable Inputs (Level 3) [Member] \| Public Warrants [Member]
Liabilities:
Warrant Liability	$ 0

Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail)	Dec. 31, 2021 yr	Jan. 12, 2021 yr
Public Warrants [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		10.00
Public Warrants [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		11.50
Public Warrants [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		26.9
Public Warrants [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		5.00
Public Warrants [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.00
Public Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		1.21
Private Placement Warrants [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.25	9.59
Private Placement Warrants [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Private Placement Warrants [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	23.0	26.0
Private Placement Warrants [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.00	5.00
Private Placement Warrants [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00
Private Placement Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.26	1.21

Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) - Level 3 [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021 (inception)	$ 0
Initial measurement on March 9, 2021 (Initial Public Offering)	19,368,344
Change in fair value	268,729
Transfer to Level 1	(10,087,199)
Fair value as of December 31, 2021	9,549,874
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021 (inception)	0
Initial measurement on March 9, 2021 (Initial Public Offering)	9,027,379
Change in fair value	522,495
Fair value as of December 31, 2021	9,549,874
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021 (inception)	0
Initial measurement on March 9, 2021 (Initial Public Offering)	10,340,965
Change in fair value	(253,766)
Transfer to Level 1	(10,087,199)
Fair value as of December 31, 2021	$ 0

Fair Value Measurements - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,788,923
Fair Value, Inputs, Level 3 [Member] \| Public Warrants [Member] \| Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value net derivative asset liability measured on recurring basis unobservable inputs reconciliation transfers into level 1	10,087,199
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,788,923