0001193125-22-152004 | 10-Q | XBRL Viewer | Worldwide Webb Acquisition Corp

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Registrant Name	WORLDWIDE WEBB ACQUISITION CORP.
Entity Central Index Key	0001853044
Entity File Number	001-40920
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	98-1587626
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	770 E Technology Way F13-16
Entity Address, City or Town	OREM
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84097
City Area Code	415
Local Phone Number	629-9066
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	WWACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	WWAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		23,000,000
Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.5
Trading Symbol	WWACW
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 255,008	$ 503,204
Prepaid expenses	439,760	400,073
Total current assets	694,768	903,277
Marketable securities held in Trust Account	232,401,196	232,320,844
Other assets	209,504	302,847
Total assets	233,305,468	233,526,968
Current liabilities
Accounts payable	2,810	2,810
Promissory note – related party	222,562	208,461
Accrued expenses	570,432	523,748
Total current liabilities	795,804	735,019
Deferred underwriting fees payable	8,050,000	8,050,000
Derivative warrant liabilities	8,157,960	12,240,000
Deferred legal fees	343,437	343,437
Total liabilities	17,347,201	21,368,456
Commitments and Contingencies (Note 5)
Temporary Equity
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 per share	232,300,000
Shareholders' deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(16,342,308)	(20,142,063)
Total shareholders' deficit	(16,341,733)	(20,141,488)
Total Liabilities, Temporary Equity, and Shareholders' Deficit	233,305,468	233,526,968
Common Class A [Member]
Temporary Equity
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 per share	232,300,000	232,300,000
Shareholders' deficit
Common Stock, Value, Issued	0	0
Common Class B [Member]
Shareholders' deficit
Common Stock, Value, Issued	$ 575	$ 575

CONDENSED BALANCE SHEETS (Parenthetical)	Mar. 31, 2022 $ / shares shares
Preferred stock, Par or stated value per share \| $ / shares	$ 0.0001
Preferred stock, Shares authorized	5,000,000
Preferred stock, Shares issued	0
Preferred stock, Shares outstanding	0
Common Class A [Member]
Temporary equity, Shares outstanding	23,000,000
Temporary equity, Redemption price per share \| $ / shares	$ 10.10
Common stock, Par or stated value per share \| $ / shares	$ 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 \| $ / shares	$ 0.0001
Common stock, Shares authorized	50,000,000
Common stock, Shares issued	5,750,000
Common stock, Shares outstanding	5,750,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
General and Administrative Expense	$ 12,538	$ 362,637
Loss from operations	(12,538)	(362,637)
Other Income (Expense)
Change in fair value of derivative warrant liabilities	0	4,082,040
Gain on marketable securities (net), dividends and interest, held in Trust Account	0	80,352
Net income (loss)	$ (12,538)	$ 3,799,755
ClassA ordinary shares subject to possible redemption [Member]
Other Income (Expense)
Weighted average shares outstanding, basic and diluted	0	23,000,000
Basic and diluted Net income (loss) per share	$ 0	$ 0.13
Class B non redeemable ordinary shares [Member]
Other Income (Expense)
Weighted average shares outstanding, basic and diluted	5,000,000	5,750,000
Basic and diluted Net income (loss) per share	$ 0	$ 0.13

CONDENSED STATEMENT OF CHANGES IN TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class A [Member] Common Stock [Member]	Common Class B [Member]	Common Class B [Member] Common Stock [Member]
Balance at the beginning (Shares) at Mar. 04, 2021					0		0
Balance at the beginning (Amount) at Mar. 04, 2021	$ 0	$ 0	$ 0		$ 0		$ 0
Issuance of ordinary shares to Sponsor (Shares)							5,750,000
Issuance of ordinary shares to Sponsor (Amount)	25,000	24,425					$ 575
Net income (loss)	(12,538)		(12,538)	$ 0		$ (12,538)
Balance at the end (Shares) at Mar. 31, 2021					0		5,750,000
Balance at the end (Amount) at Mar. 31, 2021	12,462	0	(12,538)		$ 0		$ 575
Balance at the beginning (Shares) at Dec. 31, 2021					23,000,000		5,750,000
Balance at the beginning (Amount) at Dec. 31, 2021	(20,141,488)	0	(20,142,063)		$ 232,300,000		$ 575
Net income (loss)	3,799,755		3,799,755	$ 3,039,804		$ 759,951
Balance at the end (Shares) at Mar. 31, 2022					23,000,000		5,750,000
Balance at the end (Amount) at Mar. 31, 2022	$ (16,341,733)	$ 0	$ (16,342,308)		$ 232,300,000		$ 575

- 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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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	3 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities
Net income (loss)	$ (12,538)	$ 3,799,755
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on marketable securities, dividends and interest, held in Trust Account	0	(80,352)
Formation costs funded by note payable through Sponsor	0	14,101
Change in fair value of derivative warrant liabilities	0	(4,082,040)
Formation costs paid for issuance of ordinary shares	12,538	0
Changes in operating assets and liabilities:
Prepaid expenses and other assets	0	53,656
Accrued expenses	0	66,684
Net cash used in operating activities	0	(228,196)
Cash Flows from Financing Activities
Proceeds from promissory note payable – related party	15,000	0
Repayment of promissory note payable – related party	(5,000)	0
Offering costs paid	0	(20,000)
Net cash (used) provided in financing activities	10,000	(20,000)
Net increase in cash	10,000	(248,196)
Cash—beginning of period	0	503,204
Cash—beginning of period	10,000	255,008
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$ 51,857	$ 0

Description Of Organization And Business Operations	3 Months Ended
Description Of Organization And Business Operations	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, and Going Concern	Note 1—Description of Organization, Business Operations, and Going Concern Organization and General 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 March 31, 2022, the Company had not yet commenced operations. All activities for the period from March 5, 2021 (inception) through March 31, 2022, relate to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and search of a target for Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial 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. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, 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 (the “Private Placement”), to Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 Private Placement Warrants (“Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $900,000. Transaction costs amounted to $21,834,402, including $8,050,000 in deferred underwriting fees, $4,600,000 in upfront underwriting fees, and $9,184,402 in other offering costs related to the Initial Public Offering. Approximately $8,306,250 of these expenses are non-cash offering costs associated with the Class B shares purchased by the anchor investors. Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $232,300,000 ($10.10 per Unit) of the proceeds from the Initial Public Offering, including $8,050,000 of the underwriters’ deferred discount was placed in a U.S.-based trust account (the “Trust Account”) at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the Initial Public Offering held in the trust account will not be released until the earliest of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, included in the Units (the “Public Shares”) being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination by October 22, 2023 (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. 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 Going Concern Consideration On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements—Going Concern”. As of March 31, 2022, the Company had a cash balance of $255,008 and a working capital deficiency of $101,036, and the Company has access to working capital loans from the Sponsor, which is described in Note 4, to cover the working capital deficit. Further, the Company’s liquidity needs are satisfied through using proceeds from the Initial Public Offering and Private Placement Warrants (as described in notes 3 and 4) that is not held in Trust Account to pay for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination . If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements 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 three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

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

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires 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. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $255,008 and $503,204 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of March 31, 2022 and December 31, 2021, respectively.

Derivative Financial Instruments

The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC

815-40

under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option.

Marketable Securities Held in Trust Account

At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds.

Class A Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity .

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Class A ordinary shares issuance costs		(21,834,402	)
Fair value of Public Warrants at issuance		(5,784,500	)
Plus:
Remeasurement of carrying value to redemption value		29,918,902

Class A ordinary shares subject to possible redemption	$	232,300,000

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At March 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

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-

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2-

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3-

Valuations based on inputs that are unobservable and significant to the overall 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 statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not

net-cash

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

Offering Costs

Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC

340-10-S99-1.

Earnings (Loss) Per Share of Ordinary Shares

Earnings per share of ordinary shares is computed by dividing net earnings (or loss) by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive.

At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted income per share is the same as basic income per share for the periods presented.

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

A reconciliation of the earnings per share is below:


	For the Three Months Ended March 31, 2022		For the Period from March 5, 2021 (Inception) Through March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares	$	3,039,804	$	—
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares		23,000,000		—

Basic and diluted earnings per share, Redeemable Class A	$	0.13	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	759,951	$	(12,538	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,750,000		5,750,000

Basic and diluted earnings per share, Non-Redeemable Class B	$	0.13	$	0.00

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. Deferred tax assets were deemed immaterial as of March 31, 2022 and March 31, 2021.

FASB 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. There were no unrecognized tax benefits as of March 31, 2022 and March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and March 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statement.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement.

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 preferred stock. 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.

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering and the exercise of underwriters’ Over-Allotment option, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per share. Anchor Investors purchased an aggregate of $198.6 million of units in this offering at the offering price, and we have agreed to direct the underwriters to offer to each Anchor Investor up to such number of units and no more than 9.9% of the units in this offering per Anchor Investor. Approximately 99.3% of the units sold in this offering were purchased by the Anchor Investors.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.001 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). Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Ten Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 Founder shares of the Company, par value $0.0001 per share, from the Sponsor for $0.005 per share. The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and reduced the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares sold to the anchor investors at $8,306,250. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and March 31, 2021, the Company expensed $30,000 and $0 in monthly administrative support services, respectively. Promissory Note-Related Party On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Original Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Original Note was a non-interest bearing and was payable on the earlier of (i) March 15, 2022 or (ii) the consummation of the Proposed Public Offering. The Sponsor cancelled the Original Note on October 25, 2021, and issued an amended Promissory Note to the Company (the “Amended Note”). The outstanding balance of the Original Note at the time of cancellation was $180,361, which was transferred over to the Amended Note at the time of issuance. The Amended Note is a non-interest bearing note that allows the company to borrow up to an aggregate of $1,500,000. The Amended Note includes a provision that allows the Sponsor to convert up to $1,500,000 of any unpaid principal on the note into warrants of the post-business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. As of March 31, 2022 and December 31, 2021, the Company has borrowed $222,562 and $208,461 under the promissory amended note, respectively, and will become payable on the earlier of (i) April 22, 2023 or (ii) the consummation of the Initial Business Combination. Private Placement Warrants The Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $8,000,000 in the aggregate, in a private placement simultaneously with the closing of the IPO. An additional 900,000 Private Placement Warrants were purchased upon the Underwriter’s exercise of over-allotment option in full. Each Private Placement Warrant is exercisable for one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the private placement warrants and the sale of forward purchase units to the Sponsor were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the per Unit offering price to the Underwriter at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $8,050,000 will become payable to the Underwriter from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. The Company granted the Underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter exercised their over-allotment option in full on November 11, 2021, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000.

Warrant Liabilities

3 Months Ended

Mar. 31, 2022

Warrant Liability [Abstract]

Warrant Liabilities

Note 6 — Warrant Liabilities

The Company accounted for the 20,400,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant much be recorded as a liability. Accordingly, the Company classifies 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 condensed statement of operations.

Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.

The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if we issue 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board 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”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

The Warrants will become exercisable on the later of:

•

30 days after the completion of the Initial Business Combination or,

•

12 months from the closing of the Initial Public Offering;

provided in each case that we have 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 we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

The Company is not registering Class A ordinary shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to 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 will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us and not placed in the Trust Account.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (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, referred to as the

30-day

redemption period; and

•

if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganization, recapitalizations, and the like) 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 for cash unless a 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. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

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

•

in whole and not in part;

•

at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined in part by the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise below;

•

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

•

if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s 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.

No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.

Shareholder's Deficit	3 Months Ended
Shareholder's Deficit	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholder's Deficit	Note 7 — Shareholders’ Deficit Preference shares – The Company is authorized to issue 5,000,000 shares of preference shares, 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. As of March 31, 2022 and December 31, 2021, there were no shares of 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. As of March 31, 2022 and December 31, 2021, there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption. 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. On March 31, 2022 and December 31, 2021, 5,750,000 Class B ordinary shares were 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.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 13
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8—Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Description		Level		Fair Value
March 31, 2022		Marketable securities		1	$	232,401,196
December 31, 2021		Marketable securities		1	$	232,320,844

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


March 31, 2022	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	4,598,850	$	—	$	—	$	4,598,850
Private Placement Warrants		—		3,559,110		—		3,559,110

Total liabilities	$	4,598,850	$	3,559,110	$	—	$	8,157,960


December 31, 2021	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	6,900,000	$	—	$	—	$	6,900,000
Private Placement Warrants		—		5,340,000		—		5,340,000

Total liabilities	$	6,900,000	$	5,340,000	$	—	$	12,240,000

On December 9, 2021, the Public Warrants surpassed

the 52-day threshold

waiting period to be publicly traded in accordance with the Prospectus filed October 21, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of March 31, 2022 and December 31, 2021, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. There were no transfers between fair value levels during the three months ended March 31, 2022.

The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities:


	Public Warrant Liability		Private Warrant Liability		Total
Fair value on January 1, 2022		6,900,000		5,340,000		12,240,000
Change in fair value (gain)		2,301,150		1,780,890		4,082,040

Fair value as of March 31, 2022	$	4,598,850	$	3,559,110	$	8,157,960

- 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	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated the impact of subsequent events through May 16, 2022, the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and cash equivalents

Cash and Cash Equivalents

Derivative Financial Instruments

815-40

re-measurement

Derivative Financial Instruments

re-valued

net-cash

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

Marketable Securities Held in Trust Account

At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in money market funds.

Class A Ordinary Shares Subject to Possible Redemption

480-10-S99,


Gross proceeds	$	230,000,000
Less:
Class A ordinary shares issuance costs		(21,834,402	)
Fair value of Public Warrants at issuance		(5,784,500	)
Plus:
Remeasurement of carrying value to redemption value		29,918,902

Class A ordinary shares subject to possible redemption	$	232,300,000

Concentrations of Credit Risk

Financial Instruments

Fair Value Measurements

Level 1-

Level 2-

Level 3-

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Offering Costs

340-10-S99-1.

Earnings (Loss) Per Share of Ordinary Shares

A reconciliation of the earnings per share is below:


	For the Three Months Ended March 31, 2022		For the Period from March 5, 2021 (Inception) Through March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares	$	3,039,804	$	—
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares		23,000,000		—

Basic and diluted earnings per share, Redeemable Class A	$	0.13	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	759,951	$	(12,538	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,750,000		5,750,000

Basic and diluted earnings per share, Non-Redeemable Class B	$	0.13	$	0.00

Income Taxes

Recent Accounting Pronouncements

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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Reconciliation of Ordinary Shares Subject To Possible Redemption

The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table:


Gross proceeds	$	230,000,000
Less:
Class A ordinary shares issuance costs		(21,834,402	)
Fair value of Public Warrants at issuance		(5,784,500	)
Plus:
Remeasurement of carrying value to redemption value		29,918,902

Class A ordinary shares subject to possible redemption	$	232,300,000

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of the earnings per share is below:


	For the Three Months Ended March 31, 2022		For the Period from March 5, 2021 (Inception) Through March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Net income allocable to Redeemable Class A Ordinary Shares	$	3,039,804	$	—
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares		23,000,000		—

Basic and diluted earnings per share, Redeemable Class A	$	0.13	$	—

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	759,951	$	(12,538	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		5,750,000		5,750,000

Basic and diluted earnings per share, Non-Redeemable Class B	$	0.13	$	0.00

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Assets That Are Measured at Fair Value on a Recurring Basis


	Description		Level		Fair Value
March 31, 2022		Marketable securities		1	$	232,401,196
December 31, 2021		Marketable securities		1	$	232,320,844

Summary of Liabilities Measured at Fair Value on a Recurring Basis


March 31, 2022	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	4,598,850	$	—	$	—	$	4,598,850
Private Placement Warrants		—		3,559,110		—		3,559,110

Total liabilities	$	4,598,850	$	3,559,110	$	—	$	8,157,960


December 31, 2021	Level 1		Level 2		Level 3		Total
Derivative liabilities:
Public Warrants	$	6,900,000	$	—	$	—	$	6,900,000
Private Placement Warrants		—		5,340,000		—		5,340,000

Total liabilities	$	6,900,000	$	5,340,000	$	—	$	12,240,000

Summary of The Changes In The Fair Value of Derivative Warrant Liabilities

The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities:


	Public Warrant Liability		Private Warrant Liability		Total
Fair value on January 1, 2022		6,900,000		5,340,000		12,240,000
Change in fair value (gain)		2,301,150		1,780,890		4,082,040

Fair value as of March 31, 2022	$	4,598,850	$	3,559,110	$	8,157,960

Description Of Organization And Business Operations - Additional Information (Detail) - USD ($)				3 Months Ended
	Nov. 15, 2021	Oct. 22, 2021	Sep. 30, 2021	Mar. 31, 2022	Dec. 31, 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			20,400,000
Period within which business combination shall be consummated from the closing of initial public offer				18 months
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities				$ 100,000
Cash				255,008	$ 503,204
Net working capital				101,036
proceeds from initial public offering				230,000,000
Investment of cash in Trust Account	$ 232,300,000
Offering Costs		$ 21,834,402
Underwriting fees		4,600,000
Other Offering Costs		9,184,402
Offering Costs on Founder Shares Offered to Anchor Investors		$ 8,306,250
Deferred Underwriting Fees Payable Non Current	$ 8,050,000			8,050,000	$ 8,050,000
Private Placement Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Class of warrant or right issued during period, Warrants	900,000	8,000,000	8,900,000
Class of warrant or right issued during period, Warrants, Price per warrant	$ 1.00	$ 1.00
Proceeds from Issuance of Private Placement	$ 900,000	$ 8,000,000		$ 900,000
Public Warrants [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, Shares	1,500,000
Shares issued, Price per share	$ 10.00
Class of warrant or right issued during period, Warrants			11,500,000
Proceeds from Issuance of Warrants	$ 30,000,000
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%
IPO Member
Description Of Organization And Business Operations [Line Items]
Stock issued during period, Shares		20,000,000
Shares issued, Price per share		$ 10.00
proceeds from initial public offering		$ 200,000,000
Over-Allotment Option [Member]
Description Of Organization And Business Operations [Line Items]
Stock issued during period, Shares	3,000,000
Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Common stock, Par or stated value per share				$ 0.0001
Common Class A [Member] \| Public Share [Member]
Description Of Organization And Business Operations [Line Items]
Common stock, Par or stated value per share				$ 0.0001
Period within which business combination shall be consummated from the closing of initial public offer				18 months
Percentage of Redemption of Common Stock				100.00%

Summary of Significant Accounting Policies -Schedule of Earnings Per Share (Detail) - USD ($)	1 Months Ended	3 Months Ended	10 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss) Attributable to Parent	$ (12,538)	$ 3,799,755
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss) Attributable to Parent	$ 0	$ 3,039,804
Basic and diluted weighted average shares outstanding	0	23,000,000
Basic and diluted loss per share		$ 0.13	$ 0
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss) Attributable to Parent	$ (12,538)	$ 759,951
Basic and diluted weighted average shares outstanding	5,750,000	5,750,000
Basic and diluted loss per share	$ 0.00	$ 0.13

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies - Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Detail)	3 Months Ended
	Mar. 31, 2022 USD ($)
Accounting Policies [Abstract]
Gross proceeds	$ 230,000,000
Class A ordinary shares issuance costs	(21,834,402)
Fair value of Public Warrants at issuance	(5,784,500)
Remeasurement of carrying value to redemption value	29,918,902
Class A ordinary shares subject to possible redemption	$ 232,300,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies Additional Information (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Accounting Policies [Line Items]
Cash	$ 255,008	$ 503,204
Cash, FDIC insured amount	250,000
Unrecognized tax benefits	0		$ 0
Unrecognized tax benefits, Income tax penalties and interest accrued	0		$ 0
Cash equivalents	$ 0	$ 0

Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Oct. 22, 2021	Dec. 31, 2021
Public Warrant [Member]
Stockholders' Equity Note [Line Items]
Number of shares issued upon exercise of warrant	1
Exercise price of warrant	$ 11.50
IPO [Member]
Stockholders' Equity Note [Line Items]
Proceeds from the sale of Class A ordinary, (Shares)	20,000,000
Share price	$ 10.00
Common stock, Conversion basis	Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant
IPO [Member] \| Public Warrant [Member]
Stockholders' Equity Note [Line Items]
Number of shares included in Unit	0.5
Initial Public Offering and Over Allotment Option [Member]
Stockholders' Equity Note [Line Items]
Proceeds from the sale of Class A ordinary, (Shares)	23,000,000
Share price	$ 10.00
Anchor Investors Investment [Member]
Stockholders' Equity Note [Line Items]
Proceeds from anchor investors for issuance of units	$ 198.6
Offering Of Units per Anchor Investor Percentage	9.90%
Anchor Investors Unit Purchases Percentage	99.30%
Common Class A [Member]
Stockholders' Equity Note [Line Items]
Exercise price of warrant		$ 11.50
Common Class A [Member] \| IPO [Member]
Stockholders' Equity Note [Line Items]
Number of shares included in Unit	1

Related Party Transactions - Additional Information (Detail) - USD ($)						1 Months Ended		3 Months Ended
	Nov. 15, 2021	Oct. 22, 2021	Oct. 21, 2021	Sep. 30, 2021	Sep. 17, 2021	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Mar. 05, 2021
Stock Issued During Period, Value, Issued for Services						$ 25,000
Note payable – related party								$ 222,562		$ 208,461
Class of warrant or right issued during period, Warrants				20,400,000
Debt instrument outstanding								180,361
Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants	900,000	8,000,000		8,900,000
Class of warrant or right issued during period, Warrants, Price per warrant	$ 1.00	$ 1.00
Proceeds from Issuance of Private Placement	$ 900,000	$ 8,000,000						900,000
Unsecured promissory note [Member]
Line of Credit Facility, Maximum Borrowing Capacity											$ 300,000
Debt Instrument, Convertible, Warrants issued								1,500,000
Administrative Service Fee [Member]
Expenses from Transactions with Related Party			$ 10,000
General and administrative expenses - related party								30,000	$ 0
Working Capital Loan [Member]
Debt Instrument, Convertible, Warrants issued								$ 1,500,000
Warrants issued price per warrant								$ 1.00
Sponsor [Member]
Note payable – related party								$ 222,562		$ 208,461
Class of warrant or right issued during period, Warrants, Price per warrant								$ 11.50
Share price								$ 1.00
Debt Instrument, Convertible, Warrants issued								$ 1,500,000
Private Placement [Member] \| Sponsor [Member]
Class of warrant or right issued during period, Warrants		8,000,000
Private Placement [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants, Price per warrant		$ 1.00
Private Placement including Over Allotment Option [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants		8,000,000
Founder Shares [Member]
Excess fair value over consideration of the founder shares				$ 8,306,250
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 stock, Shares outstanding								5,750,000		5,750,000
Common Class B [Member] \| Founder Shares [Member]
Common stock par or stated value per share						$ 0.001	$ 0.001	$ 0.0001	$ 0.001
Stock Issued During Period, Value, Issued for Services							$ 25,000
Common stock, Shares outstanding						8,625,000	8,625,000		8,625,000
Stock repurchased during period, Shares					2,875,000
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 stock, Other shares, Outstanding					750,000
Common Class B [Member] \| Founder Shares [Member] \| Previously Reported [Member]
Common stock, Shares outstanding					8,625,000					5,750,000

Commitments and Contingencies - Additional Information (Detail)		3 Months Ended
	Nov. 15, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares
Deferred underwriting fee percent on gross proceeds of the IPO		3.5
Deferred Underwriting Discount \| $		$ 8,050,000
Overallotment option vesting period		45 days
Over-Allotment Option [Member]
Stock Issued During Period Shares	3,000,000
Over-Allotment Option [Member] \| Maximum [Member]
Stock Issued During Period Shares		3,000,000
Public Warrants [Member]
Stock Issued During Period Shares	1,500,000
Shares Issued, Price Per Share \| $ / shares	$ 10.00
Proceeds from Issuance of Warrants \| $	$ 30,000,000

Warrant Liabilities - Additional Information (Detail)				3 Months Ended
Warrant Liabilities - Additional Information (Detail)	Nov. 15, 2021 shares	Oct. 22, 2021 shares	Sep. 30, 2021 shares	Mar. 31, 2022 $ / shares $ / warrant	Dec. 31, 2021 $ / shares
Class of warrant or right issued during period, Warrants \| shares			20,400,000
Class of warrant or right redemption threshold consecutive trading days			30 days	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering			12 months	12 months
Number of business day after the closing of the initial Business Combination for registration				15 days
Class Of Warrants Redemption Price Per Unit \| $ / warrant				0.10
Share Price Equal or Exceeds Ten Rupees per dollar [Member]
Class Of Warrants Redemption Price Per Unit \| $ / warrant				0.01
Public Warrants [Member]
Class of warrant or right issued during period, Warrants \| shares			11,500,000
Class of warrant or right, Exercise price of warrants or rights				$ 11.50
Public Warrants [Member] \| Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Share price				$ 18.00
Number Of Consecutive Trading Days For Determining Share Price				20 days
Number Of Days Of Notice To Be Given For Redemption Of Warrants				30 days
Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants \| shares	900,000	8,000,000	8,900,000
Common Class A [Member]
Class of warrant or right, Exercise price of warrants or rights					$ 11.50
Common Class A [Member] \| Share Price Equal or Less Nine point Two Rupees per dollar
Share price				$ 9.20
Common Class A [Member] \| Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Share price				$ 18.00
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value				2.00%
Common Class A [Member] \| Share Price Equal or Exceeds Ten Rupees per dollar [Member]
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value				115.00%
Common Class A [Member] \| Public Warrants [Member] \| Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Number Of Consecutive Trading Days For Determining Share Price				10 days

Shareholder's Deficit - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Percentage of common stock outstanding	20.00%
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary equity, Shares outstanding	23,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	50,000,000
Common Stock, Shares, Issued	5,750,000	5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000

Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted Investments, at Fair Value	$ 232,401,196	$ 232,320,844

Fair Value Measurements - Summary of Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 8,157,960	$ 12,240,000
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	4,598,850	6,900,000
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	3,559,110	5,340,000
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0	0
Public Warrants [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	4,598,850	6,900,000
Public Warrants [Member] \| Fair Value, Recurring [Member] \| Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	4,598,850	6,900,000
Public Warrants [Member] \| Fair Value, Recurring [Member] \| Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0	0
Public Warrants [Member] \| Fair Value, Recurring [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0	0
Private Placement Warrants [Member] \| Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	3,559,110	5,340,000
Private Placement Warrants [Member] \| Fair Value, Recurring [Member] \| Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0	0
Private Placement Warrants [Member] \| Fair Value, Recurring [Member] \| Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	3,559,110	5,340,000
Private Placement Warrants [Member] \| Fair Value, Recurring [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 0	$ 0

Fair Value Measurements - Summary of the Changes in the Fair Value of Derivative Warrant Liabilities (Detail)	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on January 1, 2022	$ 12,240,000
Change in fair value (gain)	4,082,040
Fair value as of March 31, 2022	8,157,960
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on January 1, 2022	6,900,000
Change in fair value (gain)	2,301,150
Fair value as of March 31, 2022	4,598,850
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value on January 1, 2022	5,340,000
Change in fair value (gain)	1,780,890
Fair value as of March 31, 2022	$ 3,559,110

Fair Value Measurements - Additional Information (Detail) - USD ($)	Dec. 09, 2021	Oct. 22, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers in and out of level 3		$ 0
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants threshold waiting period for public trading	52 days