Spectaire (SPEC) 10-K 15 Apr 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	11 Months Ended
	Dec. 31, 2021	Apr. 13, 2022
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
Entity Registrant Name	PERCEPTION CAPITAL CORP. II
Entity Central Index Key	0001844149
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40976
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1578608
Entity Address, Address Line One	315 Lake Street East
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Wayzata
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55391
City Area Code	952
Local Phone Number	456-5300
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Entity Public Float	$ 227,930,000
Auditor Name	Marcum LLP
Auditor Location	Tampa, FL
Auditor Firm ID	688
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	PCCTU
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Units, Each Consisting of One Class A Ordinary Share and One-half of One Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	PCCT
Security Exchange Name	NASDAQ
Redeemable Warrants, Each whole Warrant Exercisable for One Class A Ordinary Share at an Exercise Price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	PCCTW
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 818,833
Prepaid expenses - current	342,364
Total current assets	1,161,197
Prepaid expenses - noncurrent	107,084
Investments held in Trust Account	233,452,747
Total Assets	234,721,028
Current liabilities:
Accounts payable	10,035
Accounts payable - related party	49,182
Accrued expenses	126,644
Accrued offering costs	231,235
Total current liabilities	417,096
Deferred underwriting fee payable	8,050,000
Total Liabilities	8,467,096
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.15 per share	233,450,000
Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Accumulated deficit	(7,196,643)
Total shareholders' deficit	(7,196,068)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	234,721,028
Class A Ordinary Shares
Shareholders' Deficit:
Ordinary shares
Class B Ordinary Shares
Shareholders' Deficit:
Ordinary shares	$ 575

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preference shares, par value | $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Class A Ordinary Shares
Temporary equity, shares subject to possible redemption	23,000,000
Temporary equity ordinary shares, per share | $ / shares	$ 10.15
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued	0
Ordinary shares, shares outstanding	0
Class B Ordinary Shares
Ordinary shares, par value | $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	5,750,000
Ordinary shares, shares outstanding	5,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Operating and formation costs	$ 316,021
Loss from operations	(316,021)
Interest and dividend income on investments held in Trust Account	2,747
Net loss	(313,274)
Class A Ordinary Shares
Net loss	$ (138,342)
Basic and diluted weighted average shares outstanding | shares	4,011,628
Basic and diluted net loss per share | $ / shares	$ (0.03)
Class B Ordinary Shares
Net loss	$ (174,932)
Basic and diluted weighted average shares outstanding | shares	5,072,674
Basic and diluted net loss per share | $ / shares	$ (0.03)

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFECIT	11 Months Ended
	Dec. 31, 2021USD ($)shares
Beginning Balance	$ 0
Issuance of Class B ordinary shares to Sponsor	25,000
Proceeds allocate to public warrants, net of offering costs	9,072,568
Sale of 10,050,000 private placement warrants to Sponsor, net of offering costs	10,014,058
Re-measurement of redeemable Class A ordinary shares to redemption amount	(25,994,420)
Net loss	(313,274)
Ending Balance	(7,196,068)
Class A Ordinary Shares
Net loss	(138,342)
Class B Ordinary Shares
Net loss	(174,932)
Common Stock | Class A Ordinary Shares
Beginning Balance	$ 0
Beginning Balance, Shares | shares	0
Common Stock | Class B Ordinary Shares
Beginning Balance	$ 0
Beginning Balance, Shares | shares	0
Issuance of Class B ordinary shares to Sponsor	$ 575
Issuance of Class B ordinary shares to Sponsor, Shares | shares	5,750,000
Ending Balance	$ 575
Ending Balance, Shares | shares	5,750,000
Additional Paid-in Capital
Beginning Balance	$ 0
Issuance of Class B ordinary shares to Sponsor	24,425
Proceeds allocate to public warrants, net of offering costs	9,072,568
Sale of 10,050,000 private placement warrants to Sponsor, net of offering costs	10,014,058
Re-measurement of redeemable Class A ordinary shares to redemption amount	(19,111,051)
Accumulated Deficit
Beginning Balance	0
Re-measurement of redeemable Class A ordinary shares to redemption amount	(6,883,369)
Net loss	(313,274)
Ending Balance	$ (7,196,643)

STATEMENT OF CHANGES IN SHARE_2

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFECIT (Parenthetical)	11 Months Ended
	Dec. 31, 2021shares
Warrants | Private Placement
Number of sale units	10,050,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (313,274)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for Class B ordinary shares	11,770
Interest and dividend income on investments held in Trust Account	(2,747)
Changes in operating assets and liabilities:
Prepaid expenses	(449,448)
Accounts payable	10,035
Accounts payable - related party	49,182
Accrued expenses	126,644
Net cash used in operating activities	(567,838)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	(233,450,000)
Net cash used in investing activities	(233,450,000)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	223,765
Repayment of promissory note - related party	(223,765)
Proceeds from initial public offering, net of underwriting discount paid	225,400,000
Proceeds from sale of private placement warrants	10,050,000
Payment of offering costs	(613,329)
Net cash provided by financing activities	234,836,671
Net Change in Cash	818,833
Cash - End of period	818,833
Supplemental disclosures of non-cash investing and financing activities:
Re-measurement of Class A ordinary shares subject to redemption to redemption value	25,994,420
Deferred underwriting fee payable	8,050,000
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor	13,230
Offering costs included in accrued offering costs	$ 231,235

Description of Organization and

Description of Organization and Business Operations and Liquidity	11 Months Ended
	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations and Liquidity	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Perception Capital Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through December 31, 2021 relates to the Company’s formation and initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company's Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, the Company consummated the Initial Public Offering of 23,000,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,050,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Perception Capital Partners II LLC (the “Sponsor”), including 1,050,000 Private Placement Warrants issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds of $10,050,000, which is described in Note 4. Following the closing of the Initial Public Offering on December 31, 2021, an amount of $233,450,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $13,617,198, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees and $967,198 of other offering costs. In addition, at December 31, 2021, $818,833 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company's obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 12 months from the closing of the Initial Public Offering, (or up to 18 months from the closing of the Initial Public Offering if the Sponsor extends the time to complete an initial Business Combination by depositing into the Trust Account $2,300,000 ($0.10 per share in either case) for each three-month extension), or with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares it holds if the Company fails to complete an initial Business Combination within 12 months (or up to 18 months if the Sponsor exercises its extension options) from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering. The Company will have until 12 months (or up to 18 months if the Sponsor exercises its extension options) from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 amount of funds in the Trust Account to below (1) $10.15 per Public Share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of December 31, 2021, the Company had $818,833 in cash held outside of the Trust Account and working capital of $744,101. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of up to $300,000 under an unsecured and non-interest bearing promissory note (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account and proceeds made available to the Company under Working Capital Loans (as defined in Note 5). The Company will have until November 1, 2022 to complete a Business Combination. If the Company anticipates that it not be able to consummate a Business Combination by November 1, 2022, the Sponsor may cause the Company to extend the available time to consummate a Business Combination by three months. In order to exercise the extension option, the Sponsor must deposit into the Trust Account $0.10 per share (a total of $2,300,000) on or prior to the date of the applicable deadline. The Sponsor may exercise the extension option up to two times, allowing for up to an additional six months (extending the Combination Period to May 1, 2023) to complete a Business Combination. If a Business Combination is not consummated by November 1, 2022 and an extension has not been effected as described above, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, due to the mandatory liquidation and subsequent dissolution should a Business Combination or extension not occur by November 1, 2022, there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the 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. Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants (as defined in Note 3) and Private Placement Warrants are equity classified (see Note 7). Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial 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 Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified as temporary equity on the balance sheet. Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Re-measurement of carrying value to redemption value 25,994,420 Class A ordinary shares subject to possible redemption $ 233,450,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Re-measurement associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 21,550,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from January 21, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (138,342 ) $ (174,932 ) Denominator: Basic and diluted weighted average shares outstanding 4,011,628 5,072,674 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. Share-Based Compensation The Company complies with ASC Topic 718, Compensation - Stock Compensation Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-0) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet 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 The registration statement for the Company’s Initial Public Offering was declared effective on October 27, 2021. On November 1, 2021, the Company consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds of $230,000,000. Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement	11 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,050,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, including 1,050,000 Private Placement Warrants issued pursuant to the exercise of the underwriters' over-allotment option in full, generating gross proceeds of $10,050,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	11 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 25, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In August 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 7). All share and per-share amounts have been retroactively restated to reflect the share surrender. Pursuant to the exercise of the underwriters' over-allotment option in full, no Founder Shares are subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) subsequent to a Business Combination (i) if last reported sale price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company's Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. On April 7, 2021, the Sponsor transferred 30,000 Founder Shares to each of its three independent director nominees (the “Directors”) (or 90,000 Founder Shares in total) for cash consideration of approximately $0.003 per share (the “Purchase Price”). These awards are subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest times the grant date fair value per share of $2.08 (or a total of $187,489) (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Promissory Note - Related Party On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $223,765 was repaid at the closing of the Initial Public Offering on November 1, 2021. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the period from January 21, 2021 (inception) through December 31, 2021, $20,000 of administrative support expenses were incurred, respectively. As of December 31, 2021, $20,000 related to this agreement is recorded in accounts payable - related party on the balance sheet. Related Party Loans 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 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 $ 2,500,000 of such Working Capital Loans may be convertible into warrants at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants . No Working Capital Loans were outstanding as of December 31, 2021.

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 and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	11 Months Ended
	Dec. 31, 2021
Stockholders Equity Note [Abstract]
Shareholders' Equity	NOTE 7. SHAREHOLDERS' EQUITY Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 there were no preference shares issued or outstanding. Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, including 23,000,000 Class A ordinary shares subject to possible redemption. Class B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. On January 25, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In August 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that, prior to an initial Business Combination, holders of the Company's Class B ordinary shares will have the right to appoint all of the Company's directors and remove members of the board of directors for any reason, and holders of the Company's Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of this offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with an initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination. Warrants — A warrant holder may exercise its warrants only for a whole number of Class A ordinary share. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the 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; 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 the 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 elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of Public Warrants . Once the Public Warrants become exercisable, the Company may redeem the outstanding Public 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 to each warrant holder; and • if, and only if, the reported last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants are identical to the Public Warrants except that: (1) they will not be redeemable; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. The Company accounts for the 21,550,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 10,050,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Fair Value Measurements

Fair Value Measurements	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 233,452,747 $ 233,452,747 $ — $ —

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.

Summary of Significant Accoun_2

Summary of 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 (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the 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.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants (as defined in Note 3) and Private Placement Warrants are equity classified (see Note 7).
Ordinary Shares Subject To Possible Redemption	Ordinary Shares Subject to Possible Redemption All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Initial 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 Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified as temporary equity on the balance sheet. Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Re-measurement of carrying value to redemption value 25,994,420 Class A ordinary shares subject to possible redemption $ 233,450,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Re-measurement associated with the redeemable Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net loss per share is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 21,550,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from January 21, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (138,342 ) $ (174,932 ) Denominator: Basic and diluted weighted average shares outstanding 4,011,628 5,072,674 Basic and diluted net loss per share $ (0.03 ) $ (0.03 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value.
Share-Based Compensation	Share-Based Compensation The Company complies with ASC Topic 718, Compensation - Stock Compensation
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 470-0) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Reconciliation of Ordinary Shares Subject to Possible Redemption	As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,637,000 ) Issuance costs allocated to Class A ordinary shares (12,907,420 ) Plus: Re-measurement of carrying value to redemption value 25,994,420 Class A ordinary shares subject to possible redemption $ 233,450,000
Calculation of Basic and Diluted Net Loss Per Ordinary Share	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from January 21, 2021 (Inception) Through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (138,342 ) $ (174,932 ) Denominator: Basic and diluted weighted average shares outstanding 4,011,628 5,072,674 Basic and diluted net loss per share $ (0.03 ) $ (0.03 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 233,452,747 $ 233,452,747 $ — $ —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Nov. 02, 2021	Nov. 01, 2021	Dec. 31, 2021	Jan. 25, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from initial public offering, net of underwriting discount paid				$ 225,400,000
Proceeds from sale of private placement warrants				10,050,000
Investment of cash in trust account				$ 2,300,000
Cash deposited in trust account per unit	$ 0.10			$ 0.10
Deferred underwriting fees	$ 8,050,000			$ 8,050,000
Cash held outside the trust account				818,833
Minimum net worth to consummate business combination	5,000,001			$ 5,000,001
Restricted from redeeming maximum percentage of public shares, without prior consent				15.00%
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period				100.00%
Period to complete business combination from closing of the Initial Public Offering				12 months
Percentage of public shares, at-per share price, payable in cash				100.00%
Expenses payable on dissolution	$ 100,000			$ 100,000
Value per public share in the trust account	$ 10.15			$ 10.15
Working capital	$ 744,101			$ 744,101
Promissory Note
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from initial public offering, net of underwriting discount paid				$ 25,000
Aggregate principal amount					$ 300,000
Minimum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Fair market value as percentage of net assets held in trust account included in initial business combination	80.00%			80.00%
Post-transaction ownership percentage of the target entity	50.00%			50.00%
Value per share to be maintained in the trust account	$ 10.15			$ 10.15
Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Investment of cash in trust account	$ 233,450,000
Cash deposited in trust account per unit	$ 10.15			$ 10.15
Term of restricted investments	185 days
Time available to consummate business combination, extension period				3 months
Maximum duration allowed to exercise extension option to complete business combination				6 months
Sponsor | Promissory Note
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Aggregate principal amount					$ 300,000
IPO
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares			23,000,000
Proceeds from initial public offering, net of underwriting discount paid			$ 230,000,000
Transaction costs related to the issuances	$ 13,617,198
Cash underwriting fees	4,600,000
Deferred underwriting fees	8,050,000			$ 8,050,000
Other offering cost	967,198
Cash held outside the trust account	$ 818,833
Over-Allotment Option
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares			3,000,000
Proceeds from initial public offering, net of underwriting discount paid		$ 30,000,000
Over-Allotment Option | Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares			1,050,000
Private Placement | Sponsor
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units issued during the period shares			10,050,000
Unit price per share			$ 1
Proceeds from sale of private placement warrants			$ 10,050,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Nov. 01, 2021	Dec. 31, 2021
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents		$ 0
Maximum maturity period of investments held in trust account		185 days
Unrecognized tax benefits		$ 0
Accrued for interest and penalties		0
Federal depository insurance coverage		$ 250,000
ASU 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Jan. 1, 2021
Change in accounting principle, accounting standards update, immaterial effect		true
Public Warrants and Private Placement Warrants
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded from computation of net loss per share, amount		21,550,000
IPO
Summary Of Significant Accounting Policies [Line Items]
Offering costs	$ 13,507,794
Cash underwriting fees	4,600,000
Deferred underwriting fees	8,050,000
Other offering costs	857,794
Offering costs, reduction of temporary equity	12,907,420
Offering costs, reduction of permanent equity	$ 600,374
Class A Ordinary Shares
Summary Of Significant Accounting Policies [Line Items]
Temporary equity, shares subject to possible redemption		23,000,000
Class A Ordinary Shares | Shares Subject to Possible Redemption
Summary Of Significant Accounting Policies [Line Items]
Temporary equity, shares subject to possible redemption		23,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares Subject to Possible Redemption (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Temporary Equity [Line Items]
Less: Issuance costs allocated to ordinary shares	$ (613,329)
Re-measurement of carrying value to redemption value	25,994,420
Ordinary shares subject to possible redemption	233,450,000
Securities Subject to Mandatory Redemption | Class A Ordinary Shares
Temporary Equity [Line Items]
Gross proceeds	230,000,000
Less: Proceeds allocated to Public Warrants	(9,637,000)
Less: Issuance costs allocated to ordinary shares	(12,907,420)
Re-measurement of carrying value to redemption value	25,994,420
Ordinary shares subject to possible redemption	$ 233,450,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Loss Per Ordinary Share (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Numerator:
Net loss	$ (313,274)
Class A Ordinary Shares
Numerator:
Net loss	$ (138,342)
Denominator:
Basic and diluted weighted average shares outstanding | shares	4,011,628
Basic and diluted net loss per share | $ / shares	$ (0.03)
Class B Ordinary Shares
Numerator:
Net loss	$ (174,932)
Denominator:
Basic and diluted weighted average shares outstanding | shares	5,072,674
Basic and diluted net loss per share | $ / shares	$ (0.03)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Nov. 02, 2021	Nov. 01, 2021	Dec. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discount paid			$ 225,400,000
IPO
Subsidiary Sale Of Stock [Line Items]
Units issued during the period shares		23,000,000
Proceeds from initial public offering, net of underwriting discount paid		$ 230,000,000
Units issued description			Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant ("Public Warrant").
Warrant exercisable to purchase one Class A ordinary share price		$ 11.50
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Units issued during the period shares		3,000,000
Proceeds from initial public offering, net of underwriting discount paid	$ 30,000,000
Warrant exercisable to purchase one Class A ordinary share price	$ 10

Private Placement - Additional

Private Placement - Additional Information (Details)	Nov. 02, 2021USD ($)$ / sharesshares
Private Placement
Subsidiary Sale Of Stock [Line Items]
Sale of warrants | shares	10,050,000
Warrants price	$ 1
Gross proceeds from warrants issue | $	$ 10,050,000
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Sale of warrants | shares	1,050,000
Warrant exercisable to purchase one Class A ordinary share price	$ 10
Class A Ordinary Shares | Private Placement
Subsidiary Sale Of Stock [Line Items]
Warrant exercisable to purchase one Class A ordinary share price	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Nov. 01, 2021	Oct. 27, 2021	Apr. 07, 2021	Jan. 25, 2021	Aug. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts payable - related party						$ 49,182
Promissory Note
Related Party Transaction [Line Items]
Aggregate principal amount				$ 300,000
Founder Shares
Related Party Transaction [Line Items]
Stock issued during the period for services value				25,000
Share price			$ 0.003
Number of sale units			90,000
Founder Shares | Upon Consummation of Business Combination
Related Party Transaction [Line Items]
Share-based compensation shares grant date fair value per share						$ 2.08
Share-based compensation shares vested						187,489
Founder Shares | Three Independent Directors
Related Party Transaction [Line Items]
Number of sale units			30,000
Sponsor | Working Capital Loans
Related Party Transaction [Line Items]
Outstanding amount of debt						$ 0
Debt instrument conversion price per share						$ 1
Sponsor | Maximum [Member] | Working Capital Loans
Related Party Transaction [Line Items]
Aggregate principal amount						$ 2,500,000
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Aggregate principal amount				$ 300,000
Outstanding amount of debt						223,765
Sponsor | Administrative Support Agreement
Related Party Transaction [Line Items]
Related party transaction administration support expenses incurred						20,000
Accounts payable - related party						$ 20,000
Sponsor | Administrative Support Agreement | Maximum [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month		$ 10,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, shares outstanding					5,750,000	5,750,000
Class B Ordinary Shares | Founder Shares
Related Party Transaction [Line Items]
Stock issued during the period shares issued for services				7,187,500
Founder shares forfeited during the period	0
Class B Ordinary Shares | Sponsor
Related Party Transaction [Line Items]
Stock issued during the period for services value					$ 0
Number of shares surrendered					1,437,500
Ordinary shares, shares outstanding					5,750,000
Minimum holding period for transfer, assignment or sale of founder shares						1 year
Class A Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, shares outstanding						0
Class A Ordinary Shares | Sponsor
Related Party Transaction [Line Items]
Share price						$ 12
Threshold trading days						20 days
Threshold consecutive trading days						30 days
Period after initial business combination						150 days

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)	Nov. 02, 2021	Dec. 31, 2021
Commitments [Line Items]
Aggregate purchase price		$ 225,400,000
Underwriting Agreement
Commitments [Line Items]
Number of sale units	3,000,000
Warrant exercisable to purchase one Class A ordinary share price	$ 10
Aggregate purchase price	$ 30,000,000
Cash underwriting discount per unit	$ 0.20
Cash underwriting discount	$ 4,600,000
Deferred underwriting commission per unit	$ 0.35
Deferred underwriting commission	$ 8,050,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Details) - USD ($)	Aug. 31, 2021	Jan. 25, 2021	Dec. 31, 2021
Class Of Stock [Line Items]
Preference shares, shares authorized			5,000,000
Preference shares, par value			$ 0.0001
Preference shares, shares issued			0
Preference shares, shares outstanding			0
Payments of stock issuance costs			$ 613,329
Common stock, conversion basis			one-for-one basis
Percentage of common stock issued and outstanding			20.00%
Warrant issuance, description			No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant.
Warrants expiration period			5 years
Warrants
Class Of Stock [Line Items]
Warrants price			$ 0.01
Warrant redemption period			30 days
Warrants | IPO
Class Of Stock [Line Items]
Number of warrants issued			21,550,000
Warrants | Public Warrants
Class Of Stock [Line Items]
Number of warrants issued			11,500,000
Warrants | Private Placement
Class Of Stock [Line Items]
Number of warrants issued			10,050,000
Class A Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, shares authorized			500,000,000
Ordinary shares, par value			$ 0.0001
Common stock voting rights			one vote
Ordinary shares, shares issued			0
Ordinary shares, shares outstanding			0
Temporary equity, shares subject to possible redemption			23,000,000
Class A Ordinary Shares | Warrants
Class Of Stock [Line Items]
Warrant redemption period			30 days
Threshold trading days for redemption of warrants			20 days
Minimum threshold written notice period for redemption of warrants			30 days
Share price			$ 18
Class A Ordinary Shares | Shares Subject to Possible Redemption
Class Of Stock [Line Items]
Ordinary shares, shares issued			23,000,000
Ordinary shares, shares outstanding			23,000,000
Temporary equity, shares subject to possible redemption			23,000,000
Class B Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, shares authorized			50,000,000
Ordinary shares, par value			$ 0.0001
Common stock voting rights			one vote
Ordinary shares, shares issued			5,750,000
Ordinary shares, shares outstanding	5,750,000		5,750,000
Class B Ordinary Shares | Sponsor
Class Of Stock [Line Items]
Payments of stock issuance costs		$ 25,000
Exchange for issuance of common stock shares		7,187,500
Number of common stock surrendered	1,437,500

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - U.S. Treasury Securities	Dec. 31, 2021USD ($)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Investments held in trust account, Fair value	$ 233,452,747
Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Investments held in trust account, Fair value	$ 233,452,747