TZP Strategies Acquisition (TZPS) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Sep. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TZP Strategies Acquisition Corp.
Document Period End Date	Dec. 31, 2021
Entity Central Index Key	0001823481
Document Annual Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39909
Entity Tax Identification Number	98-1555127
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	7 Times Square
Entity Address, Address Line Two	Suite 4307
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	398-0300
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 272,739,750
Auditor Name	WithumSmith +Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,570,000
Title of 12(g) Security	Class A ordinary shares included as part of the units
Trading Symbol	TZPS
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500
Capital Units [Member]
Document Information [Line Items]
Title of 12(g) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	TZPSU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(g) Security	Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	TZPSW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 156,181	$ 0
Prepaid expenses and other current assets	617,565
Total Current Assets	778,579
Deferred offering costs		322,376
Investments held in Trust Account	287,552,035
TOTAL ASSETS	288,325,781	322,376
Current liabilities
Accrued expenses	2,918,641
Accrued offering costs		178,884
Advance from related parties	11,032
Promissory note – related party	200,000	123,492
Total Current Liabilities	3,129,673	302,376
Deferred underwriting fee payable	10,062,500
Warrant liabilities	7,522,500
Total Liabilities	20,714,673	302,376
Commitments and Contingencies
Class A ordinary shares subject to possible redemption 28,750,000 and no shares issued and outstanding at $10.00 per share redemption value at December 31, 2021 and 2020, respectively	287,500,000
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized
Additional paid-in capital		24,281
Accumulated deficit	(19,889,611)	(5,000)
Total Shareholders' Equity (Deficit)	(19,888,892)	20,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	288,325,781	322,376
Class B Ordinary Shares
Shareholders' Equity (Deficit)
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding at December 31, 2021 and 2020	$ 719	$ 719

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, issued	0	0
Common stock, outstanding	0	0
Temporary Equity, Shares Issued	0	0
Temporary Equity, Shares Outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	28,750,000	0
Ordinary shares, redemption value (in Dollars per share)	$ 10	$ 10
Common Stock,par share	$ 0.0001	$ 0.0001
Common stock, authorised	300,000,000	300,000,000
Common stock, issued		0
Temporary Equity, Shares Issued	28,750,000
Temporary Equity, Shares Outstanding	28,750,000
Class B Ordinary Shares
Common Stock,par share	$ 0.0001	$ 0.0001
Common stock, authorised	30,000,000	30,000,000
Common stock, issued	7,187,500	7,187,500
Common stock, outstanding	7,187,500	7,187,500

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 3,763,812	$ 5,000
Loss from operations	(3,763,812)	(5,000)
Other income:
Income earned on investments held in Trust Account	52,035
Interest expense	(15,577)
Transaction costs allocated to warrant liability	(791,150)
Change in fair value of warrant liabilities	13,422,500
Total other income, net	12,667,808
Net income (loss)	8,903,996	$ (5,000)
Basic weighted average shares outstanding		6,250,000
Class A Ordinary Shares
Other income:
Net income (loss)	$ 7,052,721	$ 0
Basic weighted average shares outstanding	27,095,890
Basic net income (loss) per share	$ 0.26
Diluted weighted average shares outstanding	27,095,890
Diluted net income (loss) per share	$ 0.26
Class B Ordinary Shares
Other income:
Net income (loss)	$ 1,856,108	$ (5,000)
Basic weighted average shares outstanding	7,130,993
Basic net income (loss) per share	$ 0.26
Diluted weighted average shares outstanding	7,187,500
Diluted net income (loss) per share	$ 0.26

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A Ordinary Shares	Class A Ordinary SharesCommon Stock	Class B Ordinary Shares	Class B Ordinary SharesCommon Stock
Balance at Aug. 30, 2020	$ 0	$ 0	$ 0		$ 0		$ 0
Balance (in Shares) at Aug. 30, 2020					0		0
Issuance of Class B ordinary shares	25,000	24,281					$ 719
Issuance of Class B ordinary shares (shares)							7,187,500
Net income (loss)	(5,000)		(5,000)
Balance at Dec. 31, 2020	20,000	24,281	(5,000)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2020					0		7,187,500
Balance at Dec. 31, 2020	20,000	24,281	(5,000)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2020					0		7,187,500
Cash paid in excess of fair value of Private Placement warrants	413,333	413,333
Accretion for Class A ordinary shares to redemption amount	29,226,212	437,614	28,788,607	$ 29,226,221
Net income (loss)	8,903,996		8,903,996	$ 7,052,721		$ 1,856,108
Balance at Dec. 31, 2021	$ (19,888,892)	$ 0	$ (19,889,611)		$ 0		$ 719
Balance (in Shares) at Dec. 31, 2021					0		7,187,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ 8,903,996	$ (5,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		5,000
Income earned on investments held in Trust Account	(52,035)
Change in fair value of warrant liabilities	13,422,500
Transaction costs allocated to warrant liabilities	791,150
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(617,565)
Accrued expenses	2,918,641
Net cash used in operating activities	(1,478,313)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(287,500,000)
Net cash used in investing activities	(287,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	281,750,000
Proceeds from sale of Private Placement Warrants	7,750,000
Proceeds from advances from related party	11,032
Proceeds from promissory note – related party	200,000
Repayment of promissory note - related party	(123,492)
Payment of offering costs	(453,046)
Net cash provided by financing activities	289,134,494
Net Change in Cash	156,181
Cash – Beginning	0
Cash – Ending	156,181	0
Non-Cash investing and financing activities:
Deferred underwriting fee payable	$ 10,062,500
Offering costs included in accrued offering costs		178,884
Offering costs paid by Sponsor in exchange for issuance of founder shares		20,000
Payment of accrued expenses through promissory note		$ 123,492

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS TZP Strategies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 31, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from August 31, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating from the investments held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to TZPS SPAC Holdings LLC (the “Sponsor”), generating gross proceeds of $7,750,000, which is described in Note 4. Transaction costs amounted to $16,409,038, consisting of $5,750,000 of upfront underwriting fees, $10,062,500 of deferred underwriting fees and $596,538 of other offering costs. Following the closing of the Initial Public Offering on January 22, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (net amounts previously disbursed to management for working capital purposes and excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until January 22, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement	12 Months Ended
	Dec. 31, 2021
Prior Period Adjustment [Abstract]
Restatement of Previously Issued Financial Statement	NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). The Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company corrected certain line items related to the previously audited balance sheet as of January 22, 2021 in the Form 8-K 815-40, 815-40”). In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statement where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its ordinary shares subject to possible redemption. The Company previously determined the common shares subject to possible redemption to be equal to the redemption value of $10.00 per share, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Management determined that the common shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all shares of ordinary shares subject to possible redemption, resulting in the common shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued audited balance sheet included in the Company’s Current Report on Form 8-K Form 10-K . The impact of the restatement on the Company’s balance sheet is reflected in the following table: Balance Sheet as of January 22, 2021 As Previously Reported Adjustment As Restated Warrant Liability $ — $ 20,945,000 $ 20,945,000 Ordinary shares subject to possible redemption $ 273,860,960 $ 13,639,040 $ 287,500,000 Class A Ordinary shares $ 136 $ (136 ) $ — Additional paid-in $ 5,004,147 $ (5,004,147 ) $ — Accumulated deficit $ (5,000 ) $ (29,580,130 ) $ (29,585,130 ) Total Shareholders’ Equity (Deficit) $ 5,000,002 $ (34,584,413 ) $ (29,584,411 ) Number of shares subject to possible redemption $ 27,386,096 $ 1,363,904 $ 28,750,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Liquidity, Capital Resources, and Going Concern As of December 31, 2021, the Company had approximately $0.16 million in its operating bank account, and a working capital deficit of approximately $2.35 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. 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, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. On August 10, 2021, we issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If we do not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2021, there was $200,000 outstanding under the Note. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Note will provide additional flexibility to continue our identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Note, for the purpose of paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,617,888 were initially charged to shareholders equity and then accreted to temporary equity upon the completion of the Initial Public Offering, and $791,150 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC815-40 re-measurement Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,608,333 ) Class A ordinary shares issuance costs (15,617,888 ) Plus: Accretion of carrying value to redemption value 29,226,221 Class A ordinary shares subject to possible redemption $ 287,500,000 The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 7,052,721 $ 1,856,108 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 27,095,890 7,130,993 — 6,250,000 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2021
Regulated Operations [Abstract]
Public Offering	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,166,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,750,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On September 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 11, 2021, the Sponsor transferred 25,000 Class B ordinary shares to the independent director nominee. These 25,000 shares would not be subject to forfeiture in the event the underwriters’ overallotment option was not exercised. The Founder Shares included an aggregate of up to 937,500 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on January 22, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred $120,000 in fees for these services, of which such amount is recorded in accrued expenses in the accompanying balance sheet as of December 31, 2021. Promissory Note – Related Party On September 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest On August 10, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2021, there were $200,000 outstanding under the Note. Related Party Loans 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on January 19, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary shares — Class B Ordinary shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2021
Warrants Disclosure [Abstract]
Warrants	NOTE 9. WARRANTS As of December 31, 2021, there were 9,583,333 Public Warrants and 5,166,667 Private Placement Warrants outstanding. As of December 31, 2020, there were no Public Warrants and Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • 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 to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs At December 31, 2021, assets held in the Trust Account were comprised of $287,552,035 in a money market fund which is invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any of income earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. There were no such assets or liabilities measured at fair value as of December 31, 2020 . Level Fair Value Assets: December 31, 2021 Investment held in Trust Account –Money Market Fund 1 $ 287,552,035 Liabilities: December 31, 2021 Warrant Liability – Public Warrants 1 4,887,500 December 31, 2021 Warrant Liability – Private Placement Warrants 2 2,635,000 The Warrants are accounted for as liabilities in accordance with ASC815-40 The Public Warrants and Private Placement Warrants were valued at the initial measurement date using a binomial lattice model in a risk-neutral framework, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value is the expected volatility of the ordinary shares. The expected volatility was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units where active trading of the Company’s Public Warrants is observable, including at December 31, 2021, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $5,750,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021 was $3,100,000 .

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any other subsequent events, as described below or in Note 2, that would have required adjustment or disclosure in the financial statements. The Company restated its previously reported Balance Sheet at January 22, 2021 due to the Public Warrants and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities and temporary equity. (See Note 2) 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. 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 Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Liquidity, Capital Resources, and Going Concern	Liquidity, Capital Resources, and Going Concern As of December 31, 2021, the Company had approximately $0.16 million in its operating bank account, and a working capital deficit of approximately $2.35 million. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. 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, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. On August 10, 2021, we issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to the Sponsor. The Note does not bear interest and is repayable in full upon consummation of a Business Combination. If we do not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. As of December 31, 2021, there was $200,000 outstanding under the Note. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Note will provide additional flexibility to continue our identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Note, for the purpose of paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,
Emerging growth company	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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Offering costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,617,888 were initially charged to shareholders equity and then accreted to temporary equity upon the completion of the Initial Public Offering, and $791,150 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC815-40 re-measurement
Class A ordinary shares subject to possible redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,608,333 ) Class A ordinary shares issuance costs (15,617,888 ) Plus: Accretion of carrying value to redemption value 29,226,221 Class A ordinary shares subject to possible redemption $ 287,500,000
Income taxes	The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (loss) per ordinary share	Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 7,052,721 $ 1,856,108 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 27,095,890 7,130,993 — 6,250,000 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ — $ (0.00 )
Concentration of credit risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Recent accounting standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements

Restatement Of Previously Iss_2

Restatement Of Previously Issued Financial Statement (Tables)	12 Months Ended
	Dec. 31, 2021
Prior Period Adjustment [Abstract]
Schedule of Impact of the restatement on financial statement	The impact of the restatement on the Company’s balance sheet is reflected in the following table: Balance Sheet as of January 22, 2021 As Previously Reported Adjustment As Restated Warrant Liability $ — $ 20,945,000 $ 20,945,000 Ordinary shares subject to possible redemption $ 273,860,960 $ 13,639,040 $ 287,500,000 Class A Ordinary shares $ 136 $ (136 ) $ — Additional paid-in $ 5,004,147 $ (5,004,147 ) $ — Accumulated deficit $ (5,000 ) $ (29,580,130 ) $ (29,585,130 ) Total Shareholders’ Equity (Deficit) $ 5,000,002 $ (34,584,413 ) $ (29,584,411 ) Number of shares subject to possible redemption $ 27,386,096 $ 1,363,904 $ 28,750,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of shares subject to possible redemption	At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,608,333 ) Class A ordinary shares issuance costs (15,617,888 ) Plus: Accretion of carrying value to redemption value 29,226,221 Class A ordinary shares subject to possible redemption $ 287,500,000
Schedule of basic and diluted net income (loss) per ordinary share	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Year Ended December 31, 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 7,052,721 $ 1,856,108 $ — $ (5,000 ) Denominator: Basic and diluted weighted average shares outstanding 27,095,890 7,130,993 — 6,250,000 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Level Fair Value Assets: December 31, 2021 Investment held in Trust Account –Money Market Fund 1 $ 287,552,035 Liabilities: December 31, 2021 Warrant Liability – Public Warrants 1 4,887,500 December 31, 2021 Warrant Liability – Private Placement Warrants 2 2,635,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 22, 2021	Dec. 31, 2021	Sep. 30, 2021
Description of Organization and Business Operations [Line Items]
Deferred underwriting fees		$ 10,062,500
Assets held in the trust account, percentage		80.00%
Additional of public per share (in Dollars per share)		$ 10
Amount of threshold tangible assets		$ 5,000,001	$ 5,000,001
Aggregate of share sold, percentage		15.00%
Redemption of public shares, percentage		100.00%
Outstanding public shares, percentage		100.00%
Maximum net interest to pay dissolution expenses		$ 100,000
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Post business combination percentage		50.00%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Issuance of shares (in Shares)	28,750,000
Share price per unit (in Dollars per share)	$ 10	$ 10
Transaction costs of initial public offering	$ 16,409,038
Underwriting fees	5,750,000
Deferred underwriting fees	10,062,500
Other offering costs	596,538
Proceeds from sale of stock	$ 287,500,000
Share price (in Dollars per share)	$ 10
Over Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Issuance of shares (in Shares)	3,750,000
Share price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 287,500,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants and rights (in Shares)	5,166,667
Warrant price per share (in Dollars per share)	$ 1.50
Gross proceeds of warrants and rights	$ 7,750,000

Restatement Of Previously Iss_3

Restatement Of Previously Issued Financial Statement - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Percentage Of Shareholding Approval For Tender Offer	50.00%
Amount of threshold tangible assets	$ 5,000,001	$ 5,000,001
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares, redemption value (in Dollars per share)	$ 10	$ 10	$ 10

Restatement Of Previously Iss_4

Restatement Of Previously Issued Financial Statement - Schedule of Impact of the restatement on financial statements (Detail) - USD ($)	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020	Aug. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability	$ 7,522,500
Ordinary shares subject to possible redemption	287,500,000
Class A Ordinary shares
Additional paid-in capital			24,281
Accumulated deficit	(19,889,611)		(5,000)
Total Shareholders' Equity (Deficit)	(19,888,892)		$ 20,000	$ 0
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares subject to possible redemption	$ 287,500,000
Number of shares subject to possible redemption	28,750,000		0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability		$ 0
Ordinary shares subject to possible redemption		273,860,960
Additional paid-in capital		5,004,147
Accumulated deficit		(5,000)
Total Shareholders' Equity (Deficit)		$ 5,000,002
Number of shares subject to possible redemption		27,386,096
As Previously Reported | Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary shares		$ 136
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability		20,945,000
Ordinary shares subject to possible redemption		13,639,040
Additional paid-in capital		(5,004,147)
Accumulated deficit		(29,580,130)
Total Shareholders' Equity (Deficit)		$ (34,584,413)
Number of shares subject to possible redemption		1,363,904
Adjustment | Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary shares		$ (136)
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability		20,945,000
Ordinary shares subject to possible redemption		287,500,000
Additional paid-in capital		0
Accumulated deficit		(29,585,130)
Total Shareholders' Equity (Deficit)		$ (29,584,411)
Number of shares subject to possible redemption		28,750,000
As Revised | Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary shares		$ 0

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Aug. 10, 2021	Sep. 30, 2020
Summary of Significant Accounting Policies [Line Items]
Operating bank account	$ 160,000
Working capital deficit	2,350,000
Payment from sponsor	$ 25,000
Debt Instrument face value				$ 300,000
Debt Instrument Convertible Conversion Price	$ 1.50
Debt Instrument Outstanding	$ 200,000
Offering costs	15,617,888
Offering cost related to warrant liabilities	791,150
Federal depository insurance corporation coverage	$ 250,000
Warrants exercisable to purchase ordinary shares in aggregate, Shares	14,750,000
Number of dilutive securities	0	0
Private Placement Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Instrument Convertible Conversion Price			$ 1.50
Commercial Paper [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Instrument face value			$ 1,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Shares Subject to Possible Redemption (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Temporary Equity [Line Items]
Accretion of carrying value to redemption value	$ 29,226,212
Class A ordinary shares subject to possible redemption	287,500,000
Class A Ordinary Shares
Temporary Equity [Line Items]
Gross proceeds	287,500,000
Proceeds allocated to Public Warrants	(13,608,333)
Class A ordinary shares issuance costs	(15,617,888)
Accretion of carrying value to redemption value	29,226,221
Class A ordinary shares subject to possible redemption	$ 287,500,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per ordinary share (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Allocation of net income (loss), as adjusted	$ (5,000)	$ 8,903,996	$ (5,000)
Class A Ordinary Shares
Numerator:
Allocation of net income (loss), as adjusted		$ 7,052,721	$ 0
Denominator:
Basic and diluted weighted average shares outstanding		27,095,890	0
Basic and diluted net income (loss) per ordinary share		$ 0.26	$ 0
Class B Ordinary Shares
Numerator:
Allocation of net income (loss), as adjusted		$ 1,856,108	$ (5,000)
Denominator:
Basic and diluted weighted average shares outstanding		7,130,993	6,250,000
Basic and diluted net income (loss) per ordinary share		$ 0.26	$ 0

Public Offering - Additional In

Public Offering - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Public Offering [Line Items]
Purchase price | $ / shares	$ 10
Exercise price | $ / shares	$ 11.50
IPO [Member]
Public Offering [Line Items]
Public offering, shares | shares	28,750,000
Over-Allotment Option [Member]
Public Offering [Line Items]
Public offering, shares | shares	3,750,000

Private Placement - Additional

Private Placement - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement [Abstract]
Aggregate amount of purchased shares | shares	5,166,667
Warrant price per share | $ / shares	$ 1.50
Aggregate amount of purchased value | $	$ 7,750,000
Description of private placement	Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Sep. 02, 2020	Dec. 31, 2021	Dec. 31, 2020	Aug. 10, 2021	Jan. 22, 2021	Sep. 30, 2020
Related Party Transactions [Line Items]
Percentage of issued and outstanding shares		20.00%
Common stock transfers threshold trading days		20 days
Common stock transfers, threshold consecutive trading days		30 days
Common Stock, minimum business combination days		150 days
Aggregate principal amount						$ 300,000
Outstanding debt		$ 0	$ 123,492
Working capital loans		$ 1,500,000
Sale of price per warrant (in Dollars per share)		$ 1.50
Business Combination [Member]
Related Party Transactions [Line Items]
Business combination price per share (in Dollars per share)		$ 12
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Related party fees for services amount		$ 120,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Offering and formation costs	$ 25,000
Shares subject to forfeiture (in Shares)		937,500
Office Space Utilities And Secretarial And Administrative Support [Member] | Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions [Line Items]
Due to related parties					$ 10,000
Unsecured Promissory Note [Member] | TZPS SPAC Holdings LLC [Member]
Related Party Transactions [Line Items]
Aggregate principal amount				$ 1,000,000
Sale of price per warrant (in Dollars per share)				$ 1.50
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Founder shares are no longer subject to forfeiture (in Shares)		25,000
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Offering and formation costs		$ 25,000
Founder shares (in Shares)	7,187,500

Commitments And Contingencies

Commitments And Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Price per unit | $ / shares	$ 0.35
Deferred underwritings fees | $	$ 10,062,500

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Converted basis, percentage	20.00%
Temporary equity, shares issued	0	0
Temporary equity shares outstanding	0	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares
Stockholders' Equity [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, voting rights, description	Holders of Class A ordinary shares are entitled to one vote for each share.
Common stock, shares issued		0
Common stock, shares outstanding		0
Temporary equity, shares issued	28,750,000
Temporary equity shares outstanding	28,750,000
Class B Ordinary Shares
Stockholders' Equity [Line Items]
Common stock, shares authorized	30,000,000	30,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

Warrants - Additional Informat

Warrants - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Warrants [Line Items]
Warrant expiration term	5 years
Business Combination [Member]
Warrants [Line Items]
Business Combination, Description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding	9,583,333	0
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding	5,166,667	0
Exercise Price 18.00 [Member]
Warrants [Line Items]
Warrants, Description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described 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 to each warrant holder; and     •   if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company 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.
Exercise Price 10.00 [Member]
Warrants [Line Items]
Warrants, Description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:     •   in whole and not in part;     •   at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;   •   if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders; and     •   if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021USD ($)
Asset held in trust account	$ 287,552,035
Fair Value, Net Asset (Liability)	0
TZPS Public Warrants [Member]
Estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 Fair Value Measurement	5,750,000
USGAAP Private Placement [Member]
Estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement	$ 3,100,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Detail)	Dec. 31, 2021USD ($)
Level 1 [Member] | Warrant Liability - Public Warrants [Member]
Liabilities:
Fair Value	$ 4,887,500
Level 1 [Member] | U.S. Money Market Funds
Assets:
Fair Value	287,552,035
Level 2 [Member] | Warrant Liability - Private Placement Warrants [Member]
Liabilities:
Fair Value	$ 2,635,000