TB SA Acquisition (TBSA) 10-Q 14 Jun 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Jun. 13, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	TB SA ACQUISITION CORP
Entity Central Index Key	0001843764
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	TBSA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Address, Address Line One	PO Box 1093, Boundary Hall
Entity Address, Address Line Two	Cricket Square
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1102
City Area Code	345
Local Phone Number	814-5771
Entity File Number	001-40260
Entity Tax Identification Number	00-0000000
Capital Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share
Trading Symbol	TBSAU
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	TBSAW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,000,000
Class B Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Condensed Balance sheets

Condensed Balance sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 213,240	$ 252,323
Prepaid expenses	585,940	555,000
Total current assets	799,180	807,323
Cash held in Trust account	200,034,831	200,014,773
Prepaid expenses, non-current	0	123,164
Total assets	200,834,011	200,945,260
Current liabilities:
Accounts payable and accrued expenses	1,762,229	1,582,505
Working capital loan—related party	256,000	0
Due to related party	296,576	243,038
Total current liabilities	2,314,805	1,825,543
Warrant liabilities	2,640,000	5,610,000
Total liabilities	4,954,805	7,435,543
Commitments and Contingencies (See Note 6)
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share	200,034,831	200,014,773
Shareholders' equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	554,300	267,150
Accumulated deficit	(4,710,425)	(6,772,706)
Total shareholders' deficit	(4,155,625)	(6,505,056)
Total Liabilities and Shareholders' Deficit	200,834,011	200,945,260
Class A ordinary shares [Member]
Shareholders' equity:
Common stock value	0	0
Class B ordinary shares [Member]
Shareholders' equity:
Common stock value	$ 500	$ 500

Condensed Balance sheets (Paren

Condensed Balance sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A Ordinary Shares [Member]
Temporary equity, shares outstanding	20,000,000	20,000,000
Temporary Equity, Redemption Price Per Share	$ 10	$ 10
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Class B Ordinary Shares [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	5,000,000	5,000,000
Common Stock, Shares, Outstanding	5,000,000	5,000,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Formation and operating costs	$ 40,802	$ 639,569
Stock compensation expense	267,150	267,150
Loss from operations	(307,952)	(906,719)
Other Income (Expense)
Interest income	0	20,058
Offering expenses related to warrant issuance	(233,453)	0
Change in fair value of working capital loan—related party	0	(1,000)
Change in fair value over-allotment liability	(23,457)	0
Change in fair value of warrant liabilities	550,000	2,970,000
Total other income	293,090	2,989,058
Net income (loss)	(14,862)	2,082,339
Class A Ordinary Shares [Member]
Other Income (Expense)
Net income (loss)	$ (4,783)	$ 1,665,871
Weighted average shares outstanding, basic and diluted	2,187,500	20,000,000
Earnings per share, basic and diluted net income (loss)	$ 0	$ 0.08
Class B Ordinary Shares [Member]
Other Income (Expense)
Net income (loss)	$ (10,079)	$ 416,468
Weighted average shares outstanding, basic and diluted	4,609,375	5,000,000
Earnings per share, basic and diluted net income (loss)	$ 0	$ 0.08

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders' Equity - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class A [Member]	Class A [Member]Ordinary Shares [Member]	Class B [Member]	Class B [Member]Ordinary Shares [Member]
Beginning balance at Jan. 26, 2021	$ 0	$ 0	$ 0		$ 0		$ 0
Beginning balance (in shares) at Jan. 26, 2021					0		0
Issuance of Founder Shares	25,000	24,425					$ 575
Issuance of Founder Shares (in shares)							5,750,000
Excess Sponsor paid over Fair value of Private Placement Warrants	563,334	563,334
Remeasurement of Class A ordinary shares to redemption value	(13,682,597)	(587,759)	(13,094,838)
Fair value of Founder Shares transferred to Directors	267,150	267,150
Net income (loss)	(14,862)		(14,862)	$ (4,783)		$ (10,079)
Ending balance at Mar. 31, 2021	(12,841,975)	267,150	(13,109,700)		$ 0		$ 575
Ending balance (in shares) at Mar. 31, 2021					0		5,750,000
Beginning balance at Dec. 31, 2021	(6,505,056)	267,150	(6,772,706)		$ 0		$ 500
Beginning balance (in shares) at Dec. 31, 2021					0		5,000,000
Remeasurement of Class A ordinary shares to redemption value	(20,058)	0	(20,058)
Proceeds received in excess of initial fair value of working capital loan—related party	20,000	20,000
Fair value of Founder Shares transferred to Directors	267,150	267,150
Net income (loss)	2,082,339		2,082,339	$ 1,665,871		$ 416,468
Ending balance at Mar. 31, 2022	$ (4,155,625)	$ 554,300	$ (4,710,425)		$ 0		$ 500
Ending balance (in shares) at Mar. 31, 2022					0		5,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (14,862)	$ 2,082,339
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Offering costs allocated to Warrants	233,453	0
Change in fair value of warrant liabilities	(550,000)	(2,970,000)
Change in fair value of working capital loan—related party	0	1,000
Change in fair value of over-allotment liability	23,457	0
Stock compensation expense	267,150	267,150
Interest earned on Trust Account	0	(20,058)
Changes in current assets and current liabilities:
Prepaid assets	(1,111,665)	92,224
Accounts payable and accrued expenses	1,765,967	179,724
Due to related party	0	53,538
Net cash (used in) provided by operating activities	613,500	(314,083)
Cash Flows from Investing Activity:
Investment of cash into Trust Account	(200,000,000)	0
Net cash used in investing activity	(200,000,000)	0
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter's discount	196,000,000	0
Proceeds from purchase of Private Placement Warrants by related party	6,500,001	0
Proceeds from issuance of Working Capital Loan—related party	0	275,000
Proceeds from issuance of Promissory note—related party	133,541	0
Proceeds from issuance of Founder Shares	25,000	0
Payments of offering costs	(772,041)	0
Net cash provided by financing activities	201,886,501	275,000
Net Change in Cash	2,500,001	(39,083)
Cash—Beginning	0	252,323	$ 0
Cash—Ending	2,500,001	213,240	$ 252,323
Supplemental Disclosure of Non-Cash Financing Activity:
Proceeds received in excess of initial fair value of working capital loan—related party	0	20,000
Remeasurement of Class A ordinary shares subject to possible redemption	$ 13,682,597	$ 20,058

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General TB SA Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) described below. 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 Financing The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Transaction costs amounted to $4,772,041 consisting of $4,000,000 of underwriting fees and $772,041 of other offering costs. Of the total transaction cost $233,453 was reclassified to expense as non-operating Trust Account Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is 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 meeting the conditions of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business 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 its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Going Concern Consideration As of March 31, 2022, the Company had $213,240 in its operating bank account, and a working capital deficiency of $1,515,625. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of March 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above. The Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in funds as may be required (“Working Capital Loans”). Such Working Capital Loans are evidenced by convertible promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.50 per Private Warrant. As of March 31, 2022, and December 31, 2021, $275,000 and $0, respectively, was drawn on the Working Capital Loan, presented at its fair value of $256,000 and $0, respectively (See Note 5). Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for 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 Business Combination. The Company has performed an assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — 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 (“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 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. Operating results for the three months ended March 31, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K Emerging Growth Company Status 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 Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. 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 March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $200,034,831 and $200,014,773 held in money market funds, respectively, which are invested primarily in U.S. Treasury securities. For the period from January 27, 2021 (inception) through March 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 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 or 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 memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption 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 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Th e 11,000,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income (loss) per share for the three months ended March 31, 2022 and for the period from January 27, 2021 (Inception) through March 31, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. 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 table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the three months ended March 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,665,871 $ 416,468 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 Basic and diluted net income per share $ 0.08 $ 0.08 For the period from January 27, 2021 (Inception) through March 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (4,783 ) $ (10,079 ) Denominator: Weighted-average shares outstanding 2,187,500 4,609,375 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 have been charged to shareholders’ deficit (consisting o of underwriting fees an of other offering costs). Of the total transaction cos was reclassified to expense as a non-operating Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Working Capital Loans—Related Party The Company accounts for the loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, to re-measurement The Company granted the underwriters a 45-day Share-Based Compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited (see Note 9). Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’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 March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40 (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal year beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that there any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third As of March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants (9,133,333 ) Proceeds allocated to derivative liability (10,676 ) Class A ordinary share issuance costs (4,538,588 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,697,370 Class A ordinary shares subject to possible redemption at December 31, 2021 200,014,773 Plus: Remeasurement adjustment of carrying value to redemption value 20,058 Class A ordinary shares subject to possible redemption at March 31, 2022 $ 200,034,831

Related Party-Private Placement

Related Party-Private Placement Warrants	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Related Party—Private Placement Warrants	Note 4 — Related Party—Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 5) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares. The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to various individuals at a price of $0.0035 per share. Gareth Penny received 100,000 shares, James Crawley received 35,000, Thando Mhlambiso received 30,000, and Ziyanda Ntshona received 30,000 shares, for a total of 195,000 Class B ordinary shares. Within each agreement that was executed with each individual, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO, twenty-five twenty-five fifty percent The transfer of the Class B Ordinary shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of an Initial Public Offering and/or Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. See Note 9 for the Company’s vesting schedule and accounting treatment over the transferred Class B ordinary shares under ASC 718. Promissory Note—Related Party On February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note is non-interest bearing full. Due to Related Party The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s operations. As of March 31, 2022 and December 31, 2021, the Company owed the Sponsor an aggregate of $296,576 and $243,038, respectively, of which mainly consist of admin support service fees and Tower Brook personnel expenses. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and for the period from January 27, 2021 (Inception) to March 31, 2021 the Company incurred $30,000 and $2,000 of administrative support services, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers 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 the 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. On February 28, 2022, the Company issued a Working Capital Loan to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $275,000 for working capital and other general corporate purposes. The loan is non-interest bearing and payable on June 30, 2023. At the option of the Sponsor, the outstanding principle of the loan may be converted into warrants (“Conversion Warrants”) equal to the outstanding principle of the loan divided by $1.50. As of March 31, 2022, $275,000 was drawn on the loan, presented at its fair value of $256,000 on the accompanying condensed balance sheets. As of December 31, 2021, the Company had no Working Capital Loan borrowings.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on conversion of Working Capital Loans (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 and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting and Marketing Agreement The Company has granted the underwriter a 45-day On March 25, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate. Additionally, the underwriter and Tower Brook Financial, L.P. will assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholder's Equity	Note 7 — Shareholder’s Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of 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. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less than two-thirds

Warrants

Warrants	3 Months Ended
	Mar. 31, 2022
Warrant Liability Disclosure [Abstract]
Warrants	Note 8 — Warrants Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of Warrants when the price per Class A ordinary shares equals or exceeds $10.00” 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 described below under “—Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company 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 the initial 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 the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, 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. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued. 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 and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading .

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Share-Based Compensation	Note 9 — Share-Based Compensation On March 12, 2021, the Company’s Sponsor transferred a total of 195,000 shares of Class B ordinary shares of the Company to individuals at a price of $0.0035 per share. Within each transfer agreement that was executed with each director, vesting provisions were defined for the transferred shares. Summarized, the provisions provided on the date of the Company’s IPO, twenty-five twenty-five fifty percent The fair value of the Founder Shares on the grant date was $5.48 per share, by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the award amounted to $1,068,600, of which $267,150 was recorded as stock compensation expense during the period from January 27, 2021 (inception) through December 31, 2021 and $267,150 was recorded during the three months ended March 31, 2022, respectively, which represent the vesting of fifty percent A summary of the restricted share award and restricted unit activity for period from January 27, 2021 (inception) through December 31, 2021 and for the three months ended March 31, 2022 is as follows: Number of Shares Granted on March 12, 2021 195,000 Forfeited — Vested (48,750 ) Unvested Outstanding at December 31, 2021 146,250 Vested (48,750 ) Unvested Outstanding at March 31, 2022 97,500 A summary vesting schedule for the Company’s transferred founder’s shares can be seen below: Amount Vested Amount vested on March 22, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares) $ 267,150 Amount 267,150 Amount to be vested upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares) 534,300 Total vesting amount $ 1,068,600 Total unrecognized compensation expense related to unvested Founder Shares at March 31, 2022 amounted to $534,300 and is expected to be recognized once defined intervals within the executed transfer agreements are met, such as the consummation of a business combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2022 Quoted Active Markets Significant Observable Significant Description U.S. government securities in Trust Account $ 200,034,831 $ 200,034,831 — — Liabilities: Working capital loan—related party 256,000 — — 256,000 Warrant liabilities—Public 1,600,000 1,600,000 — — Warrant liabilities—Private 1,040,000 — — 1,040,000 $ 2,896,000 $ 1,600,000 $ — $ 1,296,000 The following table presents information about the Company’s assets 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: December 31, Quoted Active Markets Significant Observable Significant Description U.S. government securities in Trust Account $ 200,014,773 $ 200,014,773 — — Liabilities: Warrant liabilities—Public 3,400,000 3,400,000 — — Warrant liabilities—Private 2,210,000 — — 2,210,000 $ 5,610,000 $ 3,4 0 $ — $ 2,210,000 Warrants and Working Capital Loan The Warrants and loan are accounted for as liabilities in accordance with ASC 815-40 on the Condensed Balance Sheets. The warrant liabilities and loan are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities and loan in the statements of operations. Measurement Warrants As of March 31, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants, and the public warrant liabilities were transferred to Level 1. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 warrants fair value measurements: At At Share price $ 10.00 $ 10.00 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 6.0 % 10.0 % Risk-free rate 2.54 % 1.47 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrants liabilities: Private Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,210,000 $ 3,400,000 $ 5,610,000 Change in fair value (1,170,000 ) (1,800,000 ) (2,970,000 ) Fair value as of March 31, 2022 $ 1,040,000 $ 1,600,000 $ 2,640,000 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. There were transfers out of Level 3 into Level 1 of $9,133,333 in the fair value hierarchy for the year ended December 31, 2021 for the Public Warrants. As of March 31, 2022 and December 31, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants. Working Capital Loan On February 28, 2022 and March 31, 2022, the Company used a yield-to-maturity bond pricing model to value the loan. The loan is classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the pricing model for the loan was as follows: At At Term (years) 1.25 1.33 Selected Debt Yield Rate (B and BB rated bond yields) 6.0 % 6.0 % Stock price $ 9.78 $ 9.73 Strike price $ 11.50 $ 11.50 Volatility 4.35 % 6.81 % Risk-free rate 2.41 % 1.76 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of loan Level 3 liabilities: Level 3 Issuance of working capital loan at February 28, 2022 $ 275,000 Initial measurement of draw on working capital loan—related party on February 28, 2022 (20,000 ) Change in fair value of working capital loan at March 31, 2022 1,000 Fair value at March 31, 2022 $ 256,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022 for the working capital loan.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review and other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On June 9, 2022, the Company’s sponsor entered into a “Capital Contribution Agreement” by and between Andrew Rolfe (“Rolfe”), Andrew Rolfe 2015 Descendants Trust (the “2015 Trust” and together with Rolfe, the “Rolfe Members”), TowerBrook Capital Partners Growth II, L.P., a Cayman Islands limited partnership (the “TB Member” and, together with the Rolfe Members, the “Members”), and the Sponsor, where Rolfe and the 2015 Trust have agreed to advance up to $300,000 to the Sponsor as working capital loan to be provided to the Company. Pursuant to this agreement, the Sponsor issued a convertible promissory note to the Company on June 9, 2022 for $300,000. The convertible note was non-interest bearing, repayable on the maturity date of June 30, 2023, and can be converted at any time prior to or on the maturity date into warrants that are identical to the Private Placement Warrants. On June 9, 2022, $300,000 was deposited into the Company’s operating bank account pursuant to the convertible promissory note. As of the date of this filing, $300,000 remains unpaid and outstanding.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	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 (“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 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. Operating results for the three months ended March 31, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K
Emerging Growth Company Status	Emerging Growth Company Status 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
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and convertible promissory note. 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 March 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Trust Account had $200,034,831 and $200,014,773 held in money market funds, respectively, which are invested primarily in U.S. Treasury securities. For the period from January 27, 2021 (inception) through March 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the 20,000,000 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 or 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 memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption 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
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Th e 11,000,000 potential common shares for outstanding warrants to purchase the Company’s shares were excluded from diluted net income (loss) per share for the three months ended March 31, 2022 and for the period from January 27, 2021 (Inception) through March 31, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. 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 table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the three months ended March 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,665,871 $ 416,468 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 Basic and diluted net income per share $ 0.08 $ 0.08 For the period from January 27, 2021 (Inception) through March 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (4,783 ) $ (10,079 ) Denominator: Weighted-average shares outstanding 2,187,500 4,609,375 Basic and diluted net loss per share $ (0.00 ) $ (0.00 )
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 have been charged to shareholders’ deficit (consisting o of underwriting fees an of other offering costs). Of the total transaction cos was reclassified to expense as a non-operating
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Working Capital Loans—Related Party The Company accounts for the loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.
Working Capital Loans—Related Party	Working Capital Loans—Related Party The Company accounts for the loan under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for the loan. Using the fair value option, the loan is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, to re-measurement The Company granted the underwriters a 45-day
Share-Based Compensation	Share-Based Compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the date of grant by applying a discount based upon a) the probability of a successful business combination and b) the lack of marketability of the Founder Shares. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited (see Note 9).
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’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 March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 815-40 (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal year beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that there any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Summary of basic and diluted net income (loss) per common share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the three months ended March 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,665,871 $ 416,468 Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 Basic and diluted net income per share $ 0.08 $ 0.08 For the period from January 27, 2021 (Inception) through March 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (4,783 ) $ (10,079 ) Denominator: Weighted-average shares outstanding 2,187,500 4,609,375 Basic and diluted net loss per share $ (0.00 ) $ (0.00 )

Initial Public Offering (Tables

Initial Public Offering (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of reconciliation of class A stock reflected on the balance sheet	As of March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants (9,133,333 ) Proceeds allocated to derivative liability (10,676 ) Class A ordinary share issuance costs (4,538,588 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,697,370 Class A ordinary shares subject to possible redemption at December 31, 2021 200,014,773 Plus: Remeasurement adjustment of carrying value to redemption value 20,058 Class A ordinary shares subject to possible redemption at March 31, 2022 $ 200,034,831

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Summary of restricted share award and restricted unit activity	A summary of the restricted share award and restricted unit activity for period from January 27, 2021 (inception) through December 31, 2021 and for the three months ended March 31, 2022 is as follows: Number of Shares Granted on March 12, 2021 195,000 Forfeited — Vested (48,750 ) Unvested Outstanding at December 31, 2021 146,250 Vested (48,750 ) Unvested Outstanding at March 31, 2022 97,500
Summary of vesting schedule	A summary vesting schedule for the Company’s transferred founder’s shares can be seen below: Amount Vested Amount vested on March 22, 2021, the Company’s IPO date (represents 25% of shares vested or 48,750 shares) $ 267,150 Amount 267,150 Amount to be vested upon the Company’s consummation of a successful business combination (represents 50% of shares vested or 97,500 shares) 534,300 Total vesting amount $ 1,068,600

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2022 Quoted Active Markets Significant Observable Significant Description U.S. government securities in Trust Account $ 200,034,831 $ 200,034,831 — — Liabilities: Working capital loan—related party 256,000 — — 256,000 Warrant liabilities—Public 1,600,000 1,600,000 — — Warrant liabilities—Private 1,040,000 — — 1,040,000 $ 2,896,000 $ 1,600,000 $ — $ 1,296,000 The following table presents information about the Company’s assets 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: December 31, Quoted Active Markets Significant Observable Significant Description U.S. government securities in Trust Account $ 200,014,773 $ 200,014,773 — — Liabilities: Warrant liabilities—Public 3,400,000 3,400,000 — — Warrant liabilities—Private 2,210,000 — — 2,210,000 $ 5,610,000 $ 3,4 0 $ — $ 2,210,000
Summary of quantitative information regarding Level 3 initial fair value measurements of warrants	The following table provides quantitative information regarding Level 3 warrants fair value measurements: At At Share price $ 10.00 $ 10.00 Strike price $ 11.50 $ 11.50 Term (in years) 5.00 5.00 Volatility 6.0 % 10.0 % Risk-free rate 2.54 % 1.47 % Dividend yield 0.0 % 0.0 % The key inputs into the pricing model for the loan was as follows: At At Term (years) 1.25 1.33 Selected Debt Yield Rate (B and BB rated bond yields) 6.0 % 6.0 % Stock price $ 9.78 $ 9.73 Strike price $ 11.50 $ 11.50 Volatility 4.35 % 6.81 % Risk-free rate 2.41 % 1.76 % Dividend yield 0.0 % 0.0 %
Summary of fair value of the derivative warrant liabilities	The following table presents the changes in the fair value of warrants liabilities: Private Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,210,000 $ 3,400,000 $ 5,610,000 Change in fair value (1,170,000 ) (1,800,000 ) (2,970,000 ) Fair value as of March 31, 2022 $ 1,040,000 $ 1,600,000 $ 2,640,000
Summary of fair value, liabilities measured on recurring basis, unobservable input reconciliation	The following table presents the changes in the fair value of loan Level 3 liabilities: Level 3 Issuance of working capital loan at February 28, 2022 $ 275,000 Initial measurement of draw on working capital loan—related party on February 28, 2022 (20,000 ) Change in fair value of working capital loan at March 31, 2022 1,000 Fair value at March 31, 2022 $ 256,000

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail)	Mar. 25, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO		$ 196,000,000	$ 0
Offering expenses related to warrant issuance		233,453	$ 0
Restricted Investments Term			185 days
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes			80
Minimum networth to effect business combination			$ 5,000,001
Lock In Period For Redemption Of Public Shares After Closing Of IPO			24 months
Cash			$ 213,240	$ 252,323
Proceeds from issuance of Founder Shares		$ 25,000	0
Working Capital (deficit)			1,515,625
Due to Related Parties Current			$ 296,576	243,038
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity metohd investment ownership percentage			50.00%
Temporary Equity, Redemption Price Per Share | $ / shares			$ 10
Per share amunt in the trust account for distribution to the public shareholders | $ / shares			$ 10
Working Capital Loan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to Related Parties Current			$ 275,000	0
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of Founder Shares			$ 25,000
Sponsor [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class Of Warrants and Rights Issued During the Period | shares	4,333,334
Class Of Warrants and Rights Issued, Price Per Warrant | $ / shares	$ 1.5
Sponsor [Member] | Working Capital Loan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument conversion price per warrant | $ / shares			$ 1.5
Due to Related Parties Current			$ 1,500,000
Debt instrument, Fair value disclosure			256,000	$ 0
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares | shares	3,000,000
Stock issuance costs			4,772,041
Payments for underwriting expense			4,000,000
Other offering costs			772,041
Offering expenses related to warrant issuance			$ 233,453
Maximum Percentage Of Shares Redeemed On Non Completion Of Business Combination			100
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Temporary Equity, Redemption Price Per Share | $ / shares			$ 10	$ 10
Common Class A [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares | shares	20,000,000		20,000,000
Shares Issued Price Per Share | $ / shares	$ 10
Proceeds from issuance of IPO	$ 200,000,000		$ 200,034,831	$ 200,014,773

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 25, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Cash equivalents			$ 0	$ 0
Proceeds from issuance of IPO		$ 196,000,000	0
Proceeds from interest income of trust assets to pay expenses		0	0
FDIC insured amount			250,000
Offering expenses related to warrant issuance		$ 233,453	$ 0
Number of warrants or rights outstanding			11,000,000
Unrecognized tax benefits			$ 0	0
Accrued for interest and penalties			$ 0	0
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding			6,666,666
Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding			4,333,334
IPO [Member]
Class of Stock [Line Items]
Stock issuance costs			$ 4,772,041
Payments for underwriting expense			4,000,000
Other offering costs			772,041
Offering expenses related to warrant issuance			233,453
Stock issued during period shares	3,000,000
Overallotment Option Vesting Period	45 days
Class A ordinary shares [Member] | IPO [Member]
Class of Stock [Line Items]
Proceeds from issuance of IPO	$ 200,000,000		$ 200,034,831	$ 200,014,773
Stock issued during period shares	20,000,000		20,000,000

Significant Accounting Polici_5

Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Numerator: Basic and diluted net income per share:
Allocation of net income	$ (14,862)	$ 2,082,339
Common Class A [Member]
Numerator: Basic and diluted net income per share:
Allocation of net income	$ (4,783)	$ 1,665,871
Denominator:
Weighted-average shares outstanding	2,187,500	20,000,000
Basic and diluted net income per share	$ 0	$ 0.08
Common Class B [Member]
Numerator: Basic and diluted net income per share:
Allocation of net income	$ (10,079)	$ 416,468
Denominator:
Weighted-average shares outstanding	4,609,375	5,000,000
Basic and diluted net income per share	$ 0	$ 0.08

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Mar. 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Public Warrants [Member]
Initial Public Offering [Line Items]
Exercise price of warrant		$ 11.5
Common Class A [Member]
Initial Public Offering [Line Items]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Stock Conversion Basis		Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”
Common Class A [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Shares issuable per warrant		1
Exercise price of warrant		$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	3,000,000
IPO [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	20,000,000	20,000,000
Shares Issued Price Per Share	$ 10

Initial Public Offering - Sched

Initial Public Offering - Schedule of reconciliation of class A stock reflected on the balance sheet (Detail) - USD ($)	2 Months Ended	3 Months Ended	11 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Gross proceeds from IPO	$ 25,000	$ 0
Payments of offering costs	(772,041)	0
Plus: Remeasurement of carrying value to redemption value	$ 13,682,597	20,058
Class A ordinary shares subject to possible redemption		200,034,831	$ 200,014,773
Common Class A [Member] | Common Stock [Member]
Gross proceeds from IPO			200,000,000
Less:Proceeds allocated to Public Warrants			(9,133,333)
Proceeds allocated to derivative liability			(10,676)
Payments of offering costs			(4,538,588)
Plus: Remeasurement of carrying value to redemption value		20,058	13,697,370
Class A ordinary shares subject to possible redemption		$ 200,034,831	$ 200,014,773

Related Party-Private Placeme_2

Related Party-Private Placement Warrants - Additional Information (Detail) - USD ($)	Mar. 25, 2021	Feb. 01, 2021	Mar. 31, 2021	Mar. 31, 2022
Proceeds from purchase of Private Placement Warrants by related party			$ 6,500,001	$ 0
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Total number of trading days for determining the share price	30 days	30 days
Sponsor [Member] | Private Placement Warrants [Member]
Class Of Warrants and Rights Issued During the Period	4,333,334
Class Of Warrants and Rights Issued, Price Per Warrant	$ 1.5
Proceeds from purchase of Private Placement Warrants by related party	$ 6,500,001

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Feb. 28, 2022	May 07, 2021	Apr. 16, 2021	Mar. 25, 2021	Mar. 12, 2021	Feb. 01, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Value of stock issued to sponser							$ 25,000
Due to Related Parties Current								$ 296,576	$ 243,038
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party							$ 2,000	$ 30,000
Share based compensation vesting percentage					25.00%			50.00%
Share based compensation vesting period					1 year
Vesting At IPO Date [Member]
Related Party Transaction [Line Items]
Share based compensation vesting percentage					25.00%
Vesting At Business Combination Date [Member]
Related Party Transaction [Line Items]
Share based compensation vesting percentage					50.00%
Common Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Par Value								$ 0.0001	$ 0.0001
Common Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Par Value								$ 0.0001	$ 0.0001
Stock issued during period shares					195,000
Sponsor [Member] | Administrative Support Fees [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current								$ 296,576	$ 243,038
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction				$ 10,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note face amount						$ 300,000
Maturity date						Dec. 31, 2021
Promissory note – related party								133,541
Repayment of promissory note to related party			$ 133,541
Promissory note payment terms						The Note is non-interest bearing and payable on the earlier of (i) December 31, 2021, or (ii) the IPO. As of the consummation of the IPO on March 25, 2021
Sponsor [Member] | Working capital loans [Member]
Related Party Transaction [Line Items]
Promissory note face amount	$ 275,000
Maturity date	Jun. 30, 2023
Promissory note payment terms	The loan is non-interest bearing and payable on June 30, 2023
Working capital loans convertible into equity warrants value								$ 1,500,000
Debt instrument conversion price per warrant	$ 1.5							$ 1.5
Working capital loans								$ 275,000	$ 0
Debt instrument, Fair value disclosure								$ 256,000
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Value of stock issued to sponser						$ 25,000
Share price						$ 0.003
Number of stock issued to sponser						7,187,500
Common Stock, Par Value						$ 0.0001
Number of sponser shares subject to forfeiture		750,000
Sponsor [Member] | Founder Shares [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Lock in period of founder shares						1 year
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Share price						$ 12
Number of specific trading days for determining share price						20 days
Total number of trading days for determining the share price				30 days		30 days
Period from business combination for which closing price of share is considered						150 days
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period shares					195,000
Shares issued price per share					$ 0.0035
Gareth Penny [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period shares					100,000
James Crawley [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period shares					35,000
Thando Mhlambiso [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period shares					30,000
Ziyanda Ntshona [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period shares					30,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Mar. 25, 2021	Mar. 31, 2021	Mar. 31, 2022
Other Commitments [Line Items]
Payment of underwriter discount		$ 772,041	$ 0
Over-Allotment Option [Member]
Other Commitments [Line Items]
Underwriter over allotment expiry date			May 7, 2021
Underwriting Agreement [Member]
Other Commitments [Line Items]
Underwriter discount per unit	$ 0.2
Payment of underwriter discount	$ 4,000,000
Underwriting Agreement [Member] | Completion of Business Combination [Member]
Other Commitments [Line Items]
Percentage of deferred marketing fee over proposed public offering			3.50%
Deferred marketing fee			$ 7,000,000
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period	45 days
Stock Issued During Period Shares			3,000,000

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock Par Or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Percenatge of Maximum Voting shares for election of directors	50.00%
Class A ordinary shares [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock Par Or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary equity, shares outstanding	20,000,000	20,000,000
Class B ordinary shares [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock Par Or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,000,000	5,000,000
Common Stock, Shares, Outstanding	5,000,000	5,000,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2022$ / shares
Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Warrant Liability Disclosure [Line Items]
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 18
Share Redemption Trigger Price	18
Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Share Redemption Trigger Price	10
Class A Ordinary Shares [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	9.2
Share Redemption Trigger Price	$ 9.2
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Class of Warrant or Right, Minimum Notice Period For Redemption	20 days
Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 10
Share Redemption Trigger Price	$ 10
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Warrants Exercisable Term From The Date Of Completion Of Business Combination	30 days
Warrants Exercisable Term From The Closing Of IPO	12 months
Exercise price of warrant	$ 11.5
Public Warrants [Member] | Class A Ordinary Shares [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 11.5
Minimum lock In period to become effective after the closing of the initial Business Combination	60 days
Class of warrants, redemption price per unit	$ 0.361
Class of warrants, redemption notice period	10 days
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 11.5
Share Redemption Trigger Price	18
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share price	$ 18
Number of consecutive trading days for determining share price	20 days
Number Of Trading Days For Determining Share Price	30 days
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit	$ 0.1
Class of warrants, redemption notice period	30 days
Share price	$ 10
Number of consecutive trading days for determining share price	20 days
Number Of Trading Days For Determining Share Price	30 days

Share-Based Compensation - Summ

Share-Based Compensation - Summary of vesting schedule (Detail) - Restricted Share Award And Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount vested and to be vested in the future	$ 1,068,600
Share-based Payment Arrangement, Tranche One [Member] | Amount vested on March 22, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation vested in period total fair value	267,150
Share-based Payment Arrangement, Tranche Two [Member] | Amount to be vested on March 23, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount to be vested	267,150
Share-based Payment Arrangement, Tranche Three [Member] | Amount to be vested upon the Company's consummation of a successful business combination [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount to be vested	$ 534,300

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of restricted share award and restricted unit activity (Detail) - Restricted Share Award And Restricted Stock Units [Member] - $ / shares	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted on March 12, 2021		195,000
Forfeited		0
Vested	$ (48,750)	$ (48,750)
Unvested Outstanding at March 31, 2022	97,500	146,250

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of vesting schedule (Parenthetical) (Detail) - shares	Mar. 12, 2021	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage	25.00%	50.00%
Restricted Share Award And Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award equity instruments other than options non vested number		97,500	146,250
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount vested on March 22, 2022 [Member] | Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award equity instruments other than options vested in period		48,750
Share based compensation by share based award vesting percentage		25.00%
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount to be vested on March 22, 2023 [Member] | Share-based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		25.00%
Share based compensation by share based award equity instruments other than options non vested number		48,750
Restricted Share Award And Restricted Stock Units [Member] | Founder Shares Portion Of Which Has Been Transferred [Member] | Amount to be vested upon the Company's consummation of a successful business combination [Member] | Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award vesting percentage		50.00%
Share based compensation by share based award equity instruments other than options non vested number		97,500

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Detail) - USD ($)	Mar. 12, 2021	Mar. 31, 2022	Dec. 31, 2021
Share based compensation vesting percentage	25.00%	50.00%
Share based compensation vesting period	1 year
Founder Shares [Member]
Share based compensation arrangement weighted average grant date fair value		$ 5.48
Share based compensation vested in period total fair value		$ 1,068,600
Share based compensation expense		267,150	$ 267,150
Unrecognized stock based compensation expenses		$ 534,300
Vesting At IPO Date [Member]
Share based compensation vesting percentage	25.00%
Vesting At Business Combination Date [Member]
Share based compensation vesting percentage	50.00%
Common Class B [Member]
Stock issued during period shares	195,000
Common Class B [Member] | Sponsor [Member]
Stock issued during period shares	195,000
Shares issued price per share	$ 0.0035

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Working capital loans [Member] | Working Capital Loan Payable [Member]
Fair value, Measurement with unobservable inputs reconciliation, Recurring basis, Liability, Transfers, Net	$ 0
Public Warrants [Member] | Level 1 [Member]
Transfer of public warrant liabilities Out Of Level 3		$ 9,133,333

Fair Value Measurements - Summa

Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liabilities	$ 2,896,000	$ 5,610,000
Working capital loans [Member]
Liabilities:
Working capital loan—related party	256,000
US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	200,034,831	200,014,773
Level 1 [Member]
Liabilities:
Warrant liabilities	1,600,000	340,000
Level 1 [Member] | Working capital loans [Member]
Liabilities:
Working capital loan—related party	0
Level 1 [Member] | US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	200,034,831	200,014,773
Level 2 [Member]
Liabilities:
Warrant liabilities	0	0
Level 2 [Member] | Working capital loans [Member]
Liabilities:
Working capital loan—related party	0
Level 3 [Member]
Liabilities:
Warrant liabilities	1,296,000	2,210,000
Level 3 [Member] | Working capital loans [Member]
Liabilities:
Working capital loan—related party	256,000
Public Warrants [Member]
Liabilities:
Warrant liabilities	1,600,000	3,400,000
Public Warrants [Member] | Level 1 [Member]
Liabilities:
Warrant liabilities	1,600,000	3,400,000
Public Warrants [Member] | Level 2 [Member]
Liabilities:
Warrant liabilities	0	0
Public Warrants [Member] | Level 3 [Member]
Liabilities:
Warrant liabilities	0	0
Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	1,040,000	2,210,000
Private Placement Warrants [Member] | Level 1 [Member]
Liabilities:
Warrant liabilities	0	0
Private Placement Warrants [Member] | Level 2 [Member]
Liabilities:
Warrant liabilities	0	0
Private Placement Warrants [Member] | Level 3 [Member]
Liabilities:
Warrant liabilities	$ 1,040,000	$ 2,210,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of quantitative information regarding Level 3 initial fair value measurements of warrants (Detail) - Level 3 [Member]	Mar. 31, 2022yr	Feb. 28, 2022yr	Dec. 31, 2021yr
Share price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10		10
Share price [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	9.78	9.73
Strike price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5		11.5
Strike price [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	11.5	11.5
Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5		5
Term (in years) [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	1.25	1.33
Selected Debt Yield Rate (B and BB rated bond yields) [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	6	6
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.06		0.10
Volatility [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	4.35	6.81
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0254		0.0147
Risk-free rate [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	2.41	1.76
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0		0
Dividend yield [Member] | Working capital loans [Member] | Loans Payable [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail)	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 5,610,000
Change in fair value	(2,970,000)
Ending Balance	2,640,000
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	3,400,000
Change in fair value	(1,800,000)
Ending Balance	1,600,000
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	2,210,000
Change in fair value	(1,170,000)
Ending Balance	$ 1,040,000

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of fair value, liabilities measured on recurring basis, unobservable input reconciliation (Detail) - Working capital loans [Member] - Working Capital Loan Payable [Member] - USD ($)	Mar. 31, 2022	Feb. 28, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of working capital loan at February 28, 2022		$ 275,000
Initial measurement of draw on working capital loan—related party on February 28, 2022		$ (20,000)
Change in fair value of working capital loan at March 31, 2022	$ 1,000
Fair value at March 31, 2022	$ 256,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Jun. 09, 2022	Mar. 31, 2021	Mar. 31, 2022
Subsequent Event [Line Items]
Proceeds from related party debt		$ 133,541	$ 0
Subsequent event [Member] | TBSAU Sponsor [Member] | Advance Received By Sponsor To Be Provided As Working Capital Loan [Member] | Capital Contribution Agreement [Member]
Subsequent Event [Line Items]
Promissory note face amount	$ 300,000
Subsequent event [Member] | TBSAU Sponsor [Member] | TBSAU Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Proceeds from related party debt	300,000
Notes Payable, Related Parties	300,000
Subsequent event [Member] | TBSAU Sponsor [Member] | TBSAU Convertible Promissory Note [Member] | Capital Contribution Agreement [Member]
Subsequent Event [Line Items]
Promissory note face amount	$ 300,000
Promissory note payment terms	The convertible note was non-interest bearing, repayable on the maturity date of June 30, 2023
Maturity date	Jun. 30, 2023