0001193125-21-348090 | 10-Q | XBRL Viewer | Worldwide Webb Acquisition Corp

Deferred offering costs associated with proposed public offering

$ 265

Total current assets

265

714,419

Total assets

714,684

Current liabilities:

Accounts payable

14,955

Accrued offering and formation costs

531,600

Promissory note payable - related party

174,605

Total current liabilities

721,160

Commitments and Contingencies (Note 5)

Shareholder's Deficit:

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

Common Stock, Value, Issued

575

^[1],[2]

Additional paid-in capital

24,425

Accumulated deficit

(31,476)

Total shareholder's deficit

(6,476)

Total Liabilities and Shareholder's Deficit

714,684

Common Class A [Member]

Shareholder's Deficit:

Common Stock, Value, Issued

$ 0

[1]	On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
[2]	This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

CONDENSED BALANCE SHEET (Parenthetical) - USD ($)	Sep. 17, 2021	Nov. 15, 2021	Sep. 30, 2021
Preferred stock, Par or stated value per share			$ 0.0001
Preferred stock, Shares authorized			5,000,000
Preferred stock, Shares issued			0
Preferred stock, Shares outstanding			0
Common Class A [Member]
Common stock, Par or stated value per share			$ 0.0001
Common stock, Shares authorized			500,000,000
Common stock, Shares issued			0
Common stock, Shares outstanding			0
Common Class B [Member]
Common stock, Par or stated value per share			$ 0.0001
Common stock, Shares authorized			50,000,000
Common stock, Shares issued			5,750,000
Common stock, Shares outstanding			5,750,000
Common Class B [Member] \| Over-Allotment Option [Member]
Common stock, Other shares, Outstanding		0	750,000
Common Class B [Member] \| Previously Reported [Member]
Common stock, Shares outstanding	8,625,000
Common Class B [Member] \| Restated [Member]
Common stock, Shares outstanding	5,750,000
Common Class B [Member] \| Sponsor [Member]
Stock repurchased during period, Shares	2,875,000
Stock repurchased during period, Value	$ 0

CONDENSED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

7 Months Ended

Sep. 30, 2021

Formation Costs

$ 375

$ 31,476

Weighted average shares outstanding, basic and diluted

$ (375)

$ (31,476)

^[1],[2]

5,000,000

Basic and diluted net loss per share

$ 0.00

$ (0.01)

[1]	On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
[2]	This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

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

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Balance at the beginning (Shares) at Mar. 04, 2021

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT - USD ($)

Total

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Common Class B [Member]

Common Stock [Member]

Balance at the beginning (Amount) at Mar. 04, 2021

$ 0

Issuance of ordinary shares to Sponsor (Shares)

^[1],[2]

5,750,000

Issuance of ordinary shares to Sponsor (Amount)

^[1],[2]

25,000

24,425

$ 575

Balance at the end (Shares) at Jun. 30, 2021

(31,101)

5,750,000

Balance at the end (Amount) at Jun. 30, 2021

(6,101)

24,425

(31,101)

$ 575

Balance at the beginning (Shares) at Mar. 04, 2021

Balance at the beginning (Amount) at Mar. 04, 2021

$ 0

Balance at the end (Shares) at Sep. 30, 2021

(31,476)

5,750,000

Balance at the end (Amount) at Sep. 30, 2021

(6,476)

24,425

(31,476)

$ 575

Balance at the beginning (Shares) at Jun. 30, 2021

5,750,000

Balance at the beginning (Amount) at Jun. 30, 2021

(6,101)

24,425

(31,101)

$ 575

Balance at the end (Shares) at Sep. 30, 2021

(375)

5,750,000

Balance at the end (Amount) at Sep. 30, 2021

$ (6,476)

$ 24,425

$ (31,476)

$ 575

[1]	On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
[2]	This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

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

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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Summary of Significant Accounting Policies

CONDENSED STATEMENTS OF CASH FLOWS	7 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (31,476)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs funded by note payable through Sponsor	9,091
Formation costs paid in exchange for issuance of ordinary shares	20,421
Changes in operating assets and liabilities:
Accounts payable	376
Accrued offering and formation costs	1,500
Net cash used in operating activities	(88)
Cash Flows from Financing Activities:
Proceeds from promissory note payable - related party	65,000
Repayment of promissory note payable - related party	(5,000)
Offering costs paid	(59,647)
Net cash provided by financing activities	353
Net increase in cash	265
Cash - beginning of period	0
Cash - end of period	265
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable	14,579
Deferred offering costs included in accrued offering and formation costs	530,100
Deferred offering costs paid through promissory note - related party	105,514
Issuance of Founder Shares in exchange for payment of deferred offering costs	$ 25,000

Description Of Organization And Business Operations	7 Months Ended
Description Of Organization And Business Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization And Business Operations	Note 1 - Description Of Organization And Business Operations Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies . As of September 30, 2021, the Company had not commenced any operations. All activity for the period March 5, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability corporation (the “Sponsor”). In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2021 (the “ Effective Date ”). On October 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “ Units ”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “ Class A common stock ”), and one half of warrant of the Company (the “Public Warrants ”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating additional gross proceeds to the Company of $ 200,000,000 (see Note 3). In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,000,000 Units to cover overallotments, if any. On November 11, 2021, the underwriters fully exercised their over-allotment option and, on November 15, 2021, the underwriters purchased 3,000,000 Units (the “ Over-allotment Units ”) at a price of $10.00 per unit, generating additional gross proceeds of $30,000,000. On October 22, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreement, dated October 19, 2021, by and between the Company and the Sponsor (the “ Private Warrant Purchase Agreement ”), the Company completed the private sale of 8,000,000 warrants (the “ Private Placement Warrants ”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000 (such sale, the “ Private Placement ”). On November 15, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for an additional 900,000 warrants at a price of $1.00 per warrant (the “ Additional Private Placement Warrants ” and, together with the Public Warrants and the Private Placement Warrants, the “ Warrants ”), generating gross proceeds to the Company of $900,000. A total of $232,300,000, comprised of $230,000,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units ($10.00 per Unit)) and $2,300,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account (the “ Trust Account ”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs amounted to $21,995,104 consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs, and were all charged to shareholders’ equity. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units of the Company (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 Units if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 8,000,000 warrants of the Company (or 8,900,000 warrants if the underwriter’s over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $ 10.10 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the private placement warrants, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of 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 as described below. The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated Memorandum and Articles of Association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to any more than an aggregate of 15% of the Public Shares held by one shareholder or a group, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Proposed Public Offering (the “Combination Period”) and the Company’s shareholders have not amended the Memorandum and Articles of Association to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination . The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s Memorandum and Articles of Association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and capital resources As of September 30, 2021, the Company had $265 in cash and working capital deficiency of $720,895. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a payment of $25,000 in offering costs by the Sponsor in exchange for the Founder Shares (see Note 5), and borrowings under the promissory note of $174,605. The promissory note was fully repaid on October 22, 2021 from the proceeds of the Initial Public Offering (see Note 5). Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (See Note 4). Of the net proceeds from the Initial Public Offering and associated Private Placement, $202,000,000 of cash was placed in the Trust Account and $1,962,109 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

7 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

he accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

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

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

non-emerging

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

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,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Derivative Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.

As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had not occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model.

Use of Estimates

The preparation of the condensed 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 financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant 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.

Deferred Offering Costs and Formation Costs

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $21,995,104 as a result of the Initial Public Offering consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs. The Offering costs were charged to shareholders’ deficit upon the completion of the Initial Public Offering.

Net Loss Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 4). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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 held cash and cash equivalents of $265 as of September 30, 2021.

Class A Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares 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 September 30, 2021, there were no Class A ordinary shares subject to possible redemption presented as temporary equity outside of the shareholder’s equity section of the Company’s condensed balance sheet, as the Initial Public Offering had not occurred at this date.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Standards

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

In August the FASB issued a new standard (ASU

2020-06)

to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a

trade-off

between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the

if-converted

method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid

mark-to-market

accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company.

Warrant Liabilities

7 Months Ended

Sep. 30, 2021

Warrant Liability [Abstract]

Warrant Liabilities

Note

6-Warrant

Liabilities

The Company will account for the 18,000,000 warrants issued in connection with the Proposed Public Offering (the 10,000,000 Public Warrants and the 8,000,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

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

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 Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the

th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares 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 commercially reasonable 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. In addition, if (x) the Company issues additional Class A ordinary shares 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 ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.

Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds

$18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

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

•

if, and only if the last reported sale price of Class A ordinary shares 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 “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

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

30-day

redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds

$10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

•

if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and

•

if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Shareholder's Deficit	7 Months Ended
Shareholder's Deficit	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholder's Deficit	Note 7 - Shareholder’s Deficit Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $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 September 30, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021, there were no Class A ordinary shares issued and outstanding. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law and subject to the amended and restated Memorandum and Articles of Association.

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

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Fair Value of Financial Instruments

Summary of Significant Accounting Policies (Policies)

7 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Derivative Warrant Liability

Use of Estimates

Deferred Offering Costs and Formation Costs

Net Loss Per Share

Cash and cash equivalents

Class A Shares Subject to Possible Redemption

Concentration of Credit Risk

Income Taxes

Recent Accounting Standards

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

In August the FASB issued a new standard (ASU

2020-06)

to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a

trade-off

if-converted

mark-to-market

Description Of Organization And Business Operations - Additional Information (Detail) - USD ($)

1 Months Ended

4 Months Ended

7 Months Ended

Nov. 15, 2021

Oct. 22, 2021

Sep. 30, 2021

Sep. 17, 2021

Nov. 15, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Description Of Organization And Business Operations [Line Items]

Entity incorporation, Date of incorporation

Mar. 05, 2021

Class of warrant or right issued during period, Warrants

18,000,000

Per share value of restricted assets

$ 10.10

Term of restricted investments

185 days

Temporary equity, Redemption price per share

$ 10.10

Minimum net worth required for compliance

$ 5,000,001

Percentage of public shares held by one shareholder or a group for which redemption restriction is applied

15.00%

Percentage of public shares to be redeemed in case business combination is not consummated

100.00%

Period within which business combination shall be consummated from the closing of initial public offer

18 months

Number of days within which the public shares shall be redeemed

10 days

Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities

$ 100,000

Temporary equity, Liquidation preference per share

$ 10.10

Number of days used for detrmining amount then on deposit in the trust account

$ 10.00

2 days

Stock Issued During Period, Value, Issued for Services

$ 265

Net working capital

720,895

^[1],[2]

$ 25,000

proceeds from initial public offering

$ 200,000,000

Proceeds from Issuance of Warrants

$ 30,000,000

Proceeds from Issuance of Private Placement

900,000

Proceeds from promissory note payable - related party

65,000

Description Of Organization And Business Operations [Line Items]

$ 265

Public Share [Member]

Private Placement Warrants [Member]

$ 10.10

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

8,000,000

Description Of Organization And Business Operations [Line Items]

$ 10.00

Public Warrants [Member]

Class of warrant or right issued during period, Warrants

10,000,000

Class of warrant or right, Exercise price of warrants or rights

$ 11.50

Shareholder Approval [Member]

Description Of Organization And Business Operations [Line Items]

Number of days used for detrmining amount then on deposit in the trust account

2 days

Tender Offer [Member]

Description Of Organization And Business Operations [Line Items]

Number of days used for detrmining amount then on deposit in the trust account

2 days

Minimum Member

Description Of Organization And Business Operations [Line Items]

Prospective assets of acquiree as a percentage of fair value of assets in the trust account

80.00%

Equity method investment, Ownership percentage

50.00%

Sponsor [Member] | Promissory Note [Member]

Description Of Organization And Business Operations [Line Items]

Proceeds from promissory note payable - related party

$ 174,605

Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Investment of cash in Trust Account

$ 232,300,000

Offering Costs

21,995,104

Underwriting fees

4,818,000

Deferred Underwriting Commissions

$ 8,431,500

Other Offering Costs

8,745,604

Assets held-in-trust

202,000,000

Subsequent Event [Member] | Cash [Member]

Description Of Organization And Business Operations [Line Items]

1,962,109

Subsequent Event [Member] | Private Placement Warrants [Member]

$ 1,962,109

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

900,000

8,000,000

Class of warrant or right issued during period, Warrants, Price per warrant

$ 1.00

Proceeds from Issuance of Private Placement

$ 900,000

$ 8,000,000

Subsequent Event [Member] | Public Warrants [Member]

Description Of Organization And Business Operations [Line Items]

Shares issued, Price per share

$ 10.00

Proceeds from Issuance of Warrants

$ 30,000,000

Subsequent Event [Member] | Sponsor [Member]

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants, Price per warrant

$ 11.50

IPO Member | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Shares issued, Price per share

20,000,000

$ 10.00

proceeds from initial public offering

$ 200,000,000

Underwriting fees

11,000,000

Deferred Underwriting Commissions

$ 7,000,000

Private Placement [Member] | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Proceeds from Issuance of Private Placement

$ 2,300,000

Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

8,000,000

Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member]

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

8,000,000

Class of warrant or right issued during period, Warrants, Price per warrant

$ 1.00

Private Placement including Over Allotment Option [Member] | Subsequent Event [Member] | Sponsor [Member]

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

8,900,000

Private Placement including Over Allotment Option [Member] | Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member]

Description Of Organization And Business Operations [Line Items]

Class of warrant or right issued during period, Warrants

8,900,000

Over-Allotment Option [Member] | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Deferred Underwriting Commissions

3,000,000

Underwriting fees

$ 1,650,000

$ 1,050,000

1,050,000

Initial Public Offering Including Over Allotment Option [Member] | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

proceeds from initial public offering

$ 230,000,000

Common Class A Member

Description Of Organization And Business Operations [Line Items]

$ 0.0001

Common Class A Member | Subsequent Event [Member] | Public Warrants [Member]

$ 0.0001

Description Of Organization And Business Operations [Line Items]

Class of warrant or right, Number of securities called by each warrant or right

Class of warrant or right, Exercise price of warrants or rights

$ 11.50

Common Class A Member | IPO Member | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Shares issued, Price per share

20,000,000

$ 10.00

0.0001

Number of shares included in Unit

$ 0.0001

Common Class A Member | Private Placement including Over Allotment Option [Member] | Subsequent Event [Member]

Description Of Organization And Business Operations [Line Items]

Description Of Organization And Business Operations [Line Items]

23,000,000

Common Class B [Member]

$ 0.0001

5,750,000

Common Class B [Member] | Previously Reported [Member]

$ 0.0001

Description Of Organization And Business Operations [Line Items]

Common Class B [Member] | Founder Shares [Member]

8,625,000

Description Of Organization And Business Operations [Line Items]

0.0001

$ 0.0001

0.0001

8,625,000

Stock Issued During Period, Value, Issued for Services

$ 0.0001

$ 25,000

Common Class B [Member] | Founder Shares [Member] | Previously Reported [Member]

2,875,000

Description Of Organization And Business Operations [Line Items]

Common Class B [Member] | Sponsor [Member]

5,750,000

8,625,000

5,750,000

Description Of Organization And Business Operations [Line Items]

Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]

2,875,000

Description Of Organization And Business Operations [Line Items]

$ 0.005

Common Class B [Member] | Over-Allotment Option [Member]

$ 0.005

Description Of Organization And Business Operations [Line Items]

Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares [Member]

750,000

Description Of Organization And Business Operations [Line Items]

Stock Issued During Period, Value, Issued for Services

750,000

[1]	On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4).
[2]	This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

Summary of Significant Accounting Policies Additional Information (Detail) - USD ($)		1 Months Ended	7 Months Ended
	Nov. 15, 2021	Nov. 15, 2021	Sep. 30, 2021	Oct. 22, 2021
Accounting Policies [Line Items]
Dilutive securities			$ 0
Cash			265
Cash, FDIC insured amount			250,000
Unrecognized tax benefits			0
Unrecognized tax benefits, Income tax penalties and interest accrued			0
Income tax expense benefit			$ 0
Subsequent Event [Member]
Accounting Policies [Line Items]
Offering Costs		$ 21,995,104
Underwriting Fees		4,818,000
Deferred Underwriting Commissions				$ 8,431,500
Other Offering Costs		8,745,604
Common Class A [Member]
Accounting Policies [Line Items]
Temporary equity, Shares outstanding			0
Over-Allotment Option [Member] \| Subsequent Event [Member]
Accounting Policies [Line Items]
Underwriting Fees	$ 1,650,000
Deferred Underwriting Commissions	$ 1,050,000	$ 1,050,000
Over-Allotment Option [Member] \| Common Class B [Member]
Accounting Policies [Line Items]
Common stock, Other shares, Outstanding	0	0	750,000
Warrant [Member]
Accounting Policies [Line Items]
Derivative liability, Noncurrent			$ 0

Initial Public Offering - Additional Information (Detail) - USD ($)				1 Months Ended	7 Months Ended
	Nov. 15, 2021	Oct. 22, 2021	Sep. 30, 2021	Nov. 15, 2021	Sep. 30, 2021
Stockholders' Equity Note [Line Items]
proceeds from initial public offering		$ 200,000,000
Proceeds from Issuance of Warrants	$ 30,000,000
Overallotment option vesting period					45 days
Class Of Warrant Or Right Issued During Period Warrants			18,000,000
Proceeds from Issuance of Private Placement	$ 900,000
Subsequent Event [Member]
Stockholders' Equity Note [Line Items]
Underwriting fees				$ 4,818,000
Deferred underwriting commissions		$ 8,431,500
IPO [Member] \| Subsequent Event [Member]
Stockholders' Equity Note [Line Items]
Stock issued during period, Shares		20,000,000
Share price		$ 10.00
Common stock, Conversion basis		Each Unit consists of one Class A common stock and one half of one Public Warrant.
proceeds from initial public offering		$ 200,000,000
Underwriting fees		11,000,000
Payment of underwriting fess		4,000,000
Deferred underwriting commissions		$ 7,000,000
IPO [Member] \| Subsequent Event [Member] \| Public Warrant [Member]
Stockholders' Equity Note [Line Items]
Number of warrants included in Unit		0.5
Over-Allotment Option [Member]
Stockholders' Equity Note [Line Items]
Overallotment option vesting period		45 days
Over-Allotment Option [Member] \| Subsequent Event [Member]
Stockholders' Equity Note [Line Items]
Stock issued during period, Shares	3,000,000
Underwriting fees	$ 1,650,000
Payment of underwriting fess	600,000
Deferred underwriting commissions	$ 1,050,000			$ 1,050,000
Over-Allotment Option [Member] \| Subsequent Event [Member] \| Maximum [Member]
Stockholders' Equity Note [Line Items]
Stock issued during period, Shares		3,000,000
Private Placement Warrants [Member] \| Subsequent Event [Member]
Stockholders' Equity Note [Line Items]
Class Of Warrant Or Right Issued During Period Warrants	900,000	8,000,000
Class Of Warrant Or Right Issued During Period, Warrants, Price Per Warrant	$ 1.00	$ 1.00
Proceeds from Issuance of Private Placement	$ 900,000
Common Class A [Member] \| Subsequent Event [Member] \| Public Warrant [Member]
Stockholders' Equity Note [Line Items]
Number of shares issued upon exercise of warrant		1
Exercise price of warrant		$ 11.50
Common Class A [Member] \| IPO [Member] \| Subsequent Event [Member]
Stockholders' Equity Note [Line Items]
Stock issued during period, Shares		20,000,000
Share price		$ 10.00
Number of shares included in Unit		1

Related Party Transactions - Additional Information (Detail) - USD ($)

1 Months Ended

4 Months Ended

7 Months Ended

Nov. 15, 2021

Oct. 22, 2021

Oct. 21, 2021

Sep. 30, 2021

Sep. 17, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

Mar. 05, 2021

^[1],[2]

$ 25,000

Note payable – related party

$ 174,605

Class of warrant or right issued during period, Warrants

18,000,000

Overallotment option vesting period

$ 10.00

45 days

Private Placement Warrants [Member]

Class of warrant or right issued during period, Warrants

8,000,000

Overallotment option vesting period

$ 10.00

30 days

Subsequent Event [Member] | Private Placement Warrants [Member]

Class of warrant or right issued during period, Warrants

900,000

8,000,000

Class of warrant or right issued during period, Warrants, Price per warrant

$ 1.00

Unsecured promissory note [Member]

Line of Credit Facility, Maximum Borrowing Capacity

$ 300,000

Note payable – related party

$ 174,605

Administrative Service Fee [Member]

Expenses from Transactions with Related Party

$ 10,000

Working Capital Loan [Member]

Debt Instrument, Convertible, Warrants issued

$ 1,500,000

Warrants issued price per warrant

$ 1.00

Due to Related Parties

$ 0

Sponsor [Member] | Subsequent Event [Member]

Class of warrant or right issued during period, Warrants, Price per warrant

$ 11.50

Over-Allotment Option [Member]

Overallotment option vesting period

45 days

Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member]

Class of warrant or right issued during period, Warrants

8,000,000

Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member]

Class of warrant or right issued during period, Warrants

8,000,000

Class of warrant or right issued during period, Warrants, Price per warrant

$ 1.00

Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Subsequent Event [Member]

Class of warrant or right issued during period, Warrants

8,900,000

Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member]

Class of warrant or right issued during period, Warrants

8,900,000

Founder Shares [Member]

Excess fair value over consideration of the founder shares

$ 8,300,000

Founder Shares [Member] | Ten Anchor Investors [Member]

Stock Issued During Period, Shares, Issued for Services

1,250,000

Common Class B [Member]

Common stock par or stated value per share

$ 0.0001

Common Class B [Member] | Sponsor [Member]

5,750,000

Stock repurchased during period, Value

2,875,000

$ 0

Common Class B [Member] | Over-Allotment Option [Member]

Common Class B [Member] | Previously Reported [Member]

750,000

Common Class B [Member] | Founder Shares [Member]

8,625,000

Common stock par or stated value per share

$ 0.0001

Stock Issued During Period, Value, Issued for Services

$ 25,000

8,625,000

Stock repurchased during period, Value

2,875,000

$ 0

Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]

Common stock par or stated value per share

$ 0.005

Common Class B [Member] | Founder Shares [Member] | Over-Allotment Option [Member]

Common Class B [Member] | Founder Shares [Member] | Previously Reported [Member]

750,000