Elliott Opportunity II (EOCWF) 10-K 13 Apr 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	11 Months Ended
	Dec. 31, 2021	Apr. 13, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Trading Symbol	EOCW
Entity Registrant Name	Elliott Opportunity II Corp.
Entity Central Index Key	0001843862
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 610,109,500
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A ordinary shares included as part of the Units, par value $0.0001 per share
Security Exchange Name	NYSE
Entity File Number	001-40549
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1581385
Document Transition Report	false
Document Annual Report	true
Entity Address, Address Line One	Phillips Point
Entity Address, Address Line Two	East Tower
Entity Address, Address Line Three	777 S. Flagler Drive, Suite 1000
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	212
Local Phone Number	974-6000
Entity Well-known Seasoned Issuer	No
ICFR Auditor Attestation Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	West Palm Beach, Florida, United States
Redeemable warrants to acquire one Class A ordinary share included as part of the Units [Member]
Document Information [Line Items]
Trading Symbol	EOCW WS
Title of 12(b) Security	Redeemable warrants to acquire one Class A ordinary share included as part the Units
Security Exchange Name	NYSE
Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share [Member]
Document Information [Line Items]
Trading Symbol	EOCW.U
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		60,950,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,237,500

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 720,480
Prepaid expenses	856,416
Total Current Assets	1,576,896
Investments held in Trust Account	609,610,629
Prepaid Expenses	413,554
Total assets	611,601,079
Current liabilities:
Accrued expenses	1,252,721
Due to related party	60,000
Total current liabilities	1,312,721
Deferred underwriters' discount	21,332,500
Warrant liability	28,176,791
Total liabilities	50,822,012
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at December 31, 2021	609,500,000
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(48,722,457)
Total shareholders' deficit	(48,720,933)
Total Liabilities and Shareholders' deficit	611,601,079
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at December 31, 2021	609,500,000
Shareholders' Deficit:
Common stock value	0
Common Class B [Member]
Shareholders' Deficit:
Common stock value	$ 1,524

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Temporary Equity, Shares Outstanding	60,950,000
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10
Common Class B [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	15,237,500
Common stock, shares outstanding	15,237,500

Statement of Operations

Statement of Operations	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 2,026,369
Loss from operations	(2,026,369)
Other income (expense)
Interest income on investments held in trust account	112,192
Offering costs allocated to warrants	(1,053,836)
Fair value in excess of proceeds from sale of private warrants	(188,584)
Change in fair value of warrant liabilities	6,054,272
Total other income	4,924,044
Net income	2,897,675
Common Class B [Member]
Other income (expense)
Net income	$ 2,897,675
Basic and diluted Weighted average shares outstanding | shares	15,237,500
Basic and diluted net income per ordinary share | $ / shares	$ 0.06
Class A Ordinary Shares Subject To Possible Redemption [Member]
Other income (expense)
Basic and diluted Weighted average shares outstanding | shares	33,577,246
Basic and diluted net income per ordinary share | $ / shares	$ 0.06

Statement of Changes in Shareho

Statement of Changes in Shareholder's' Deficit - 11 months ended Dec. 31, 2021 - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Ordinary shares [Member]Common Class A [Member]	Ordinary shares [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Jan. 31, 2021	$ 0			$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Jan. 31, 2021				0	0
Class B Ordinary Shares Issued to Sponsor	25,000			$ 0	$ 1,524	23,476	0
Class B Ordinary Shares Issued to Sponsor (in shares)				0	15,237,500
Accretion of Class A ordinary shares to redemption amount	(51,643,608)					(23,476)	(51,620,132)
Net income	2,897,675	$ 2,897,675	$ 2,897,675				2,897,675
Ending balance at Dec. 31, 2021	$ (48,720,933)			$ 0	$ 1,524	$ 0	$ (48,722,457)
Ending balance (in shares) at Dec. 31, 2021				0	15,237,500

Statement of Cash Flows

Statement of Cash Flows	11 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net lncome	$ 2,897,675
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor	12,267
Interest earned on investments held in trust account	(110,629)
Offering costs allocated to warrants	1,053,837
Fair value in excess of proceed from sale of private warrants	188,584
Change in fair value of warrant liability	(6,054,272)
Changes in operating assets and liabilities:
Prepaid assets	(856,416)
Other assets	(413,554)
Accrued expenses	672,221
Due to related party	60,000
Net cash used in operating activities	(2,550,287)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(609,500,000)
Net cash used in investing activities	(609,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount	597,310,000
Proceeds from sale of Private Placement Warrants	16,190,000
Payment of promissory note	(286,377)
Payment of offering costs	(442,856)
Net cash provided by financing activities	612,770,767
Net change in cash	720,480
Cash, beginning of period	0
Cash, end of the period	720,480
Supplemental disclosure of cash flow information:
Accretion of Class A ordinary shares to redemption amount	51,643,608
Offering costs in accrued offering costs and expenses	580,500
Initial measurement of Public Warrants	17,852,479
Initial measurement of Private Warrants	16,378,584
Initial classification of Class A ordinary shares subject to redemption	591,647,521
Deferred underwriters' discount payable charged to additional paid-in capital	$ 21,332,500

Organization and Business Opera

Organization and Business Operations	11 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Elliott Opportunity II Corp. (formerly known as Wood Hill Opportunity Corp., the “Company”) was incorporated as a Cayman Islands exempted company on February 1, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination with it. As of July 1, 2021, the Company had not commenced any operations. All activity for the period from February 1, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering 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 The Company’s sponsor is Elliott Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on June 28, 2021 (the “Effective Date”). On July 1, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 60,950,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at $10.00 per unit, generating gross proceeds of $609,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,793,333 warrants to the Sponsor (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $16,190,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Transaction costs of the IPO amounted to $34,844,966, comprised of $12,190,000 of underwriting discount, $21,332,500 of deferred underwriting discount, and $1,322,466 of other offering costs, and of which $1,053,837 were allocated to expense associated with the warrant liability. Following the closing of the IPO on July 1, 2021, $609,500,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. 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 general 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 approximately $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 Company will have 24 months from July 1, 2021, the closing of the IPO, to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days, redeem the public shares, at a per-share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after the Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts 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, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, 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 seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of December 31, 2021 the Company had approximately $0.7 million in cash, and approximately $0.3 million in working capital. which excludes taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of December 31, 2021, approximately $0.1 million of the amount on deposit in marketable securities held in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. The Company’s liquidity needs up to December 31, 2021 were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000, which was repaid in full on July 23, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investment Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of cash of $1,396 and U.S. Treasury Securities of $609,610,629. All of the U.S. Treasury Securities matured 2 held-to-maturity Held-to-maturity Held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Value as of December 31, 2021 Gross Gross Fair Value Cash 1,396 — — 1,396 U.S. Treasury Securities 609,609,233 — (30,488 ) 609,578,745 $ 609,610,629 $ — $ (30,488 ) $ 609,580,141 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering non-operating Ordinary Shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds $ 609,500,000 Less: Proceeds allocated to public warrants (17,852,479 ) Class A ordinary shares issuance costs (33,791,129 ) Plus: Accretion of carrying value to redemption value 51,643,608 Class A ordinary shares subject to possible redemption $ 609,500,000 Net Income per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the period from Net income per share for Class A common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (904,508 ) Adjusted net income $ 1,993,167 Weighted average shares outstanding of Class A common stock 33,577,246 Basic and diluted net income (loss) per share, Class A common stock $ 0.06 Net income per share for Class B common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (1,993,167 ) Adjusted net income $ 904,508 Weighted average shares outstanding of Class B common stock 15,237,500 Basic and diluted net income per share, Class B common stock $ 0.06 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 balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 7) in accordance with ASC 815-40, Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	11 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Public Units On July 1, 2021, the Company sold 60,950,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-fourth Public 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 Class A 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 Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s 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 Company’s ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants will become exercisable on the later of 12 months from the closing of the Initial public offering 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, 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, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and it 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 Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoints, the Company will not be required to file or maintain in effect a registration statement. 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 best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted share sub-divisions, 30-trading Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to the redemption date and the “fair market value” of the Company’s Class A ordinary shares (as defined below); • if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day

Private Placement

Private Placement	11 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,793,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,190,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial public offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by the Company so long as they are held by its sponsor or its permitted transferees. The Company’s sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. The Private Placement Warrants will be non-redeemable The Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares purchased during or after the Initial public offering in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial

Related Party Transactions

Related Party Transactions	11 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 1, 2021, the initial shareholders paid $25,000, or approximately $0.002 per share, to cover for certain formation costs and offering costs in consideration for which they received 14,375,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On June 28, 2021, the Company effected a stock dividend of 0.2 shares per outstanding share, which increased the Founder Shares outstanding to 15,237,500, including an aggregate of up to 1,987,500 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on July 1, 2021, none of the Founder Shares are subject to forfeiture any longer. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination, or (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note — Related Party On February 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial public offering. These loans are non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company pays the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s founding team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, $60,000 administrative fees had been accrued as due to related party.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, Class A ordinary shares underlying the private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form 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 Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter had a 45-day The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering, or $21,332,500 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Fair Value Measurements

Fair Value Measurements	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments Held in Trust Account $ 609,610,629 — $ 609,610,629 — $ 609,610,629 — $ 609,610,629 — Liabilities: Public Warrants Liability $ 16,304,125 $ 16,304,125 — $ — Private Placement Warrants Liability 11,872,666 — — 11,872,666 $ 28,176,791 $ 16,304,125 $ 609,609,233 $ 11,872,666 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Company established the initial fair value of the Public Warrants on July 1, 2021, the date of the Company’s Initial Public Offering, using an Option Pricing Method, incorporating a barrier option simulation through a modified Black Scholes framework, and as of December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on January 8, 2021 and on December 31, 2021 by using a Black-Scholes option pricing method. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1, as the subsequent valuation was based upon the trading price of the Public Warrants. The key inputs into the Black Scholes option pricing methods for the Private Warrants were as follows at initial measurement and at December 31, 2021: Inputs July 1, 2021 (Initial Measurement) December 31, Risk-free interest rate 1.4 % 1.3 % Expected term remaining (years) 5.0 5.0 Expected volatility 30.1 % 17.1 % Implied Stock price $ 9.60 $ 9.77 Exercise price $ 11.50 $ 11.50 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs is summarized as follows: Warrant Liabilities Fair Value as of February 1, 2021 (inception) $ — Initial measurement on July 1, 2021 34,231,063 Change in fair value of Warrants (1,979,159 ) Transfer of Public Warrants to Level 1 (20,379,238 ) Fair Value as of December 31, 2021 $ 11,872,666 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.

Shareholders' Deficit

Shareholders' Deficit	11 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Shareholders' Deficit	Note 8 — Shareholders’ Deficit Preferred Shares and Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on 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 or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted one-to-one.

Subsequent Events

Subsequent Events	11 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.
Marketable Securities Held in Trust Account	Investment Held in Trust Account As of December 31, 2021, investment in the Company’s Trust Account consisted of cash of $1,396 and U.S. Treasury Securities of $609,610,629. All of the U.S. Treasury Securities matured 2 held-to-maturity Held-to-maturity Held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Value as of December 31, 2021 Gross Gross Fair Value Cash 1,396 — — 1,396 U.S. Treasury Securities 609,609,233 — (30,488 ) 609,578,745 $ 609,610,629 $ — $ (30,488 ) $ 609,580,141
Net Income per Ordinary Share	Net Income per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the outstanding warrants to purchase 26,030,833 Class A ordinary shares in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the period from Net income per share for Class A common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (904,508 ) Adjusted net income $ 1,993,167 Weighted average shares outstanding of Class A common stock 33,577,246 Basic and diluted net income (loss) per share, Class A common stock $ 0.06 Net income per share for Class B common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (1,993,167 ) Adjusted net income $ 904,508 Weighted average shares outstanding of Class B common stock 15,237,500 Basic and diluted net income per share, Class B common stock $ 0.06
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 balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering non-operating
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds $ 609,500,000 Less: Proceeds allocated to public warrants (17,852,479 ) Class A ordinary shares issuance costs (33,791,129 ) Plus: Accretion of carrying value to redemption value 51,643,608 Class A ordinary shares subject to possible redemption $ 609,500,000
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash
Warrant Liability	Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 7) in accordance with ASC 815-40,
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheet	The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Gross Proceeds $ 609,500,000 Less: Proceeds allocated to public warrants (17,852,479 ) Class A ordinary shares issuance costs (33,791,129 ) Plus: Accretion of carrying value to redemption value 51,643,608 Class A ordinary shares subject to possible redemption $ 609,500,000
Schedule of Earnings Per Share Basic and Diluted	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the period from Net income per share for Class A common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (904,508 ) Adjusted net income $ 1,993,167 Weighted average shares outstanding of Class A common stock 33,577,246 Basic and diluted net income (loss) per share, Class A common stock $ 0.06 Net income per share for Class B common stock: Net income $ 2,897,675 Less: Allocation of income to Class A common stock (1,993,167 ) Adjusted net income $ 904,508 Weighted average shares outstanding of Class B common stock 15,237,500 Basic and diluted net income per share, Class B common stock $ 0.06
Schedule of Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities	The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Value as of December 31, 2021 Gross Gross Fair Value Cash 1,396 — — 1,396 U.S. Treasury Securities 609,609,233 — (30,488 ) 609,578,745 $ 609,610,629 $ — $ (30,488 ) $ 609,580,141

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments Held in Trust Account $ 609,610,629 — $ 609,610,629 — $ 609,610,629 — $ 609,610,629 — Liabilities: Public Warrants Liability $ 16,304,125 $ 16,304,125 — $ — Private Placement Warrants Liability 11,872,666 — — 11,872,666 $ 28,176,791 $ 16,304,125 $ 609,609,233 $ 11,872,666
Summary of Level 3 Fair Value Measurement Inputs	The key inputs into the Black Scholes option pricing methods for the Private Warrants were as follows at initial measurement and at December 31, 2021: Inputs July 1, 2021 (Initial Measurement) December 31, Risk-free interest rate 1.4 % 1.3 % Expected term remaining (years) 5.0 5.0 Expected volatility 30.1 % 17.1 % Implied Stock price $ 9.60 $ 9.77 Exercise price $ 11.50 $ 11.50
Summary of Change in Fair Value of Warrant Liabilities	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs is summarized as follows: Warrant Liabilities Fair Value as of February 1, 2021 (inception) $ — Initial measurement on July 1, 2021 34,231,063 Change in fair value of Warrants (1,979,159 ) Transfer of Public Warrants to Level 1 (20,379,238 ) Fair Value as of December 31, 2021 $ 11,872,666

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Jul. 01, 2021	Feb. 01, 2021	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Company incorporation date of incorporation			Feb. 1, 2021
Proceeds from initial public offering			$ 597,310,000
Underwriting discount	$ 12,190,000
Deferred underwriting discount	21,332,500
Other offering costs	1,322,466
Offering costs allocated to warrant liability	1,053,837
Cash deposited in Trust Account	$ 609,500,000
Per share value of restricted assets	$ 10
Term of restricted investments	185 days
Temporary equity redemption price per share	$ 10
Expenses payable on dissolution	$ 100,000
Cash			720,480
Net working capital			300,000
Stock shares issued during the period for services value			25,000
Marketable Securities [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Assets Held-in-trust			$ 100,000
Public Shareholders [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of public shares to be redeemed in case business combination is not consummated	100.00%
Period within which business combination shall be consummated from the consummation of initial public offer	24 months
Sponsor Officers And Directors [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of public shares to be redeemed in case business combination is not consummated			100.00%
Period within which business combination shall be consummated from the consummation of initial public offer			24 months
Temporary equity redemption price per share			$ 10
Sponser [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period for services value			$ 25,000
Sponser [Member] | Working Capital Loan [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Bank overdrafts			0
Sponser [Member] | Promissory Note [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt instrument face value			$ 300,000
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period	10,793,333
Proceeds from issuance of warrants	$ 16,190,000
Class of warrants or rights warrants issued issue price per warrant	$ 1.50
Class of warrants or rights exercise price per share	$ 11.50
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period	60,950,000
Sale of unit issue price per unit	$ 10
Proceeds from initial public offering	$ 609,500,000
Total transaction costs incurred in connection with initial public offering	$ 34,844,966
Other offering costs		$ 1,322,466
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period	7,950,000

Significant Accounting Polici_4

Significant Accounting Policies - Schedule of Gross Unrealized Holding Loss and Fair Value of Held to Maturity Securities (Details)	Dec. 31, 2021USD ($)
Cash and Cash Equivalents [Line Items]
Carrying Value	$ 609,610,629
Gross Unrealized Gains	0
Gross Unrealized Losses	(30,488)
Fair Value	609,580,141
Cash
Cash and Cash Equivalents [Line Items]
Carrying Value	1,396
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Fair Value	1,396
US Treasury Securities
Cash and Cash Equivalents [Line Items]
Carrying Value	609,609,233
Gross Unrealized Gains	0
Gross Unrealized Losses	(30,488)
Fair Value	$ 609,578,745

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheet (Detail)	11 Months Ended
	Dec. 31, 2021USD ($)
Temporary Equity [Line Items]
Gross Proceeds	$ 597,310,000
Proceeds allocated to public warrants	(16,190,000)
Class A ordinary shares issuance costs	(442,856)
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at September 30, 2021	609,500,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross Proceeds	609,500,000
Proceeds allocated to public warrants	(17,852,479)
Class A ordinary shares issuance costs	(33,791,129)
Accretion of carrying value to redemption value	51,643,608
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at September 30, 2021	$ 609,500,000

Significant Accounting Polici_6

Significant Accounting Policies - Schedule Of Earnings Per Share Basic and Diluted (Detail)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net lncome	$ 2,897,675
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net lncome	2,897,675
Less: Allocation of income to Class A common stock	(904,508)
Adjusted net income	$ 1,993,167
Weighted average shares outstanding of Class A common stock | shares	33,577,246
Basic and diluted net income (loss) per share, Class A common stock | $ / shares	$ 0.06
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net lncome	$ 2,897,675
Less: Allocation of income to Class A common stock	(1,993,167)
Adjusted net income	$ 904,508
Weighted average shares outstanding of Class A common stock | shares	15,237,500
Basic and diluted net income (loss) per share, Class A common stock | $ / shares	$ 0.06

Significant Accounting Polici_7

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jul. 01, 2021	Feb. 01, 2021	Dec. 31, 2021
Accounting Policies [Line Items]
Cash insured with federal depository insurance corporation			$ 250,000
Deferred underwriting fee			21,332,500
Other offering costs	$ 1,322,466
Retained Earnings (Accumulated Deficit)			(48,722,457)
IPO [Member]
Accounting Policies [Line Items]
Offering costs		$ 34,844,966
Underwriting Fee		12,190,000
Deferred underwriting fee		21,332,500
Other offering costs		1,322,466
Retained Earnings (Accumulated Deficit)		$ 1,053,837
Cash [Member]
Accounting Policies [Line Items]
Asset held in trust			1,396
US Treasury Securities [Member]
Accounting Policies [Line Items]
Asset held in trust			$ 609,610,629
Common Class A [Member] | Warrant [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share amount			26,030,833

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Jul. 01, 2021	Dec. 31, 2021
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Class of Stock [Line Items]
Class of warrants or rights redemption price per unit		$ 0.01
From The Completion Of Business Combination [Member]
Class of Stock [Line Items]
Number of days after consummation of business combination within which the securities shall be registered		20 days
Number of days after which business combination within which securities registration shall be effective		60 days
IPO [Member]
Class of Stock [Line Items]
Units issued during the period	60,950,000
Sale of unit issue price per unit	$ 10
Public unit description		one share of Class A ordinary share, and one-fourth of one redeemable warrant
Over-Allotment Option [Member]
Class of Stock [Line Items]
Units issued during the period	7,950,000
Public Warrants [Member] | From The Completion Of Initial Public Offer [Member]
Class of Stock [Line Items]
Period after which the warrants are exercisable		12 months
Public Warrants [Member] | From The Completion Of Business Combination [Member]
Class of Stock [Line Items]
Period after which the warrants are exercisable		30 days
Public Warrants [Member] | Common Class A [Member]
Class of Stock [Line Items]
Class of warrants or rights exercise price per share		$ 11.50
Class of warrant or right, number of securities called by each warrant or right		1
Volume weighted average price of shares		$ 9.20
Adjusted exercise price of warrants as a percentage of newly issued price		115.00%
Trading day period to calculate volume weighted average trading price following notice of redemption		10 days
Proceeds from equity used for funding business combination as a percentage of the total		60.00%
Number of consecutive trading days for determining volume weighted average price of shares		20 days
Public Warrants [Member] | Common Class A [Member] | Minimum [Member]
Class of Stock [Line Items]
Class of warrant exercisable in connection with redemption feature		$ 0.361
Public Warrants [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Class of Stock [Line Items]
Share price		$ 18
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Minimum notice period to be given to the holders of warrants		30 days
Public Warrants [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] |
Class of Stock [Line Items]
Share price		$ 10
Class of warrants or rights redemption price per unit		$ 0.10
Minimum notice period to be given to the holders of warrants		30 days
Public Warrants [Member] | Common Class A [Member] | Adjusted Exercise Price Two [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price		180.00%
Public Warrants [Member] | Common Class A [Member] | Adjusted Exercise Price One [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price		100.00%

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Jul. 01, 2021	Dec. 31, 2021
Sponsor Officers And Directors [Member]
Class of Stock [Line Items]
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	10,793,333
Class of warrants or rights warrants issued issue price per warrant	$ 1.50
Proceeds from issuance of warrants	$ 16,190,000

Related Party Transaction - Add

Related Party Transaction - Additional information (Detail) - USD ($)	Jun. 28, 2021	Feb. 01, 2021	Sep. 30, 2021	Dec. 31, 2021
Stock shares issued during the period for services value				$ 25,000
Common Class B [Member]
Common stock, shares outstanding				15,237,500
Sponser [Member]
Stock shares issued during the period for services value				$ 25,000
Sponser [Member] | Common Class B [Member]
Stock shares issued during the period for services value		$ 25,000
Issue price		$ 0.002
Stock issued during period shares issued for services		14,375,000
Common Stock, Dividends, Per Share, Declared	$ 0.2
Common stock, shares outstanding	15,237,500
Common Stock, Shares, Subject to Forfeiture	1,987,500
Sponser [Member] | Common Class B [Member] | Restriction On Transfer Of Sponsor Shares [Member]
Lock in period of shares				1 year
Share Price				$ 12
Waiting period after which the share trading days are considered				150 days
Number of trading days for determining share price				20 days
Number of consecutive trading days for determining the share price				30 days
Promissory Note [Member]
Borrowings from related party				$ 286,377
Promissory Note [Member] | Sponser [Member]
Debt instrument face value				300,000
Administrative Services [Member] | Sponser [Member]
Related party transaction fees payable per month				10,000
Selling, General and Administrative Expenses from Transactions with Related Party			$ 60,000
Working Capital Loan [Member] | Sponser [Member]
Working capital loans convertible into equity warrants				$ 1,500,000
Debt instrument conversion price per share | $ / shares				$ 1.50
Bank overdrafts				$ 0

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	11 Months Ended
	Dec. 31, 2021	Jul. 01, 2021
Other Commitments [Line Items]
Deferred underwriting discount		$ 21,332,500
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment option vesting period	45 days
Common stock shares subscribed but not issued	7,950,000
Percentage of Underwriter Discount	3.50%
Deferred underwriting discount	$ 21,332,500

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments Held in Trust Account	$ 609,610,629
Warrant liability	28,176,791
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments Held in Trust Account	0
Warrant liability	16,304,125
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments Held in Trust Account	609,610,629
Warrant liability	609,609,233
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments Held in Trust Account	0
Warrant liability	11,872,666
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	16,304,125
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	16,304,125
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	11,872,666
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 11,872,666

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Level 3 Fair Value Measurement Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] - yr	Dec. 31, 2021	Jul. 01, 2021
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding	1.3	1.4
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding	5	5
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding	17.1	30.1
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding	9.77	9.60
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding	11.50	11.50

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - Warrant Liabilities - USD ($)	Jul. 01, 2021	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value as of February 1, 2021 (inception)		$ 0
Initial measurement on July 1, 2021	$ 34,231,063
Change in fair value of Warrants		(1,979,159)
Fair Value as of September 30, 2021		11,872,666
Fair Value, Inputs, Level 1 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfer of Public Warrants to Level 1		$ (20,379,238)

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail)	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued	0
Common stock, shares outstanding	0
Temporary equity, shares outstanding	60,950,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares issued	15,237,500
Common stock, shares outstanding	15,237,500
Percentage of common stock issued and outstanding	20.00%
Conversion of class B stock ro Class A	one-to-one