Tio Tech A (TIOA) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	11 Months Ended
	Dec. 31, 2021	Mar. 30, 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
Current Fiscal Year End Date	--12-31
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	TIO TECH A
Entity Central Index Key	0001846163
Entity File Number	001-40317
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Unter den Linden 21
Entity Address, Address Line Two	10117
Entity Address, City or Town	Berlin
Entity Address, Country	DE
Entity Address, Postal Zip Code	10117
City Area Code	49
Local Phone Number	30 2092 4040
Entity Tax Identification Number	00-0000000
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 334,650,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	TIOAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 par value
Trading Symbol	TIOA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	TIOAW
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current Assets:
Cash	$ 763,789
Prepaid Expenses	250,593
Total current assets	1,014,382
Prepaid expenses - non-current	62,223
Investments held in Trust Account	345,017,891
Total Assets	346,094,496
Current liabilities:
Accounts payable and accrued expenses	315,731
Due to related party	156,479
Total current liabilities	472,210
Warrant liabilities	15,080,809
Deferred Underwriters' discount	9,450,000
Total liabilities	25,003,019
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value as of December 31, 2021	345,000,000
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(23,909,386)
Total shareholders' deficit	(23,908,523)
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders' Deficit	346,094,496
Common Class A [Member]
Shareholders' Deficit:
Common stock value
Common Class B [Member]
Shareholders' Deficit:
Common stock value	$ 863

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Temporary equity shares outstanding	34,500,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	200,000,000
Common stock shares issued	0
Common stock shares outstanding	0
Common Class B [Member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	20,000,000
Common stock shares issued	8,625,000
Common stock shares outstanding	8,625,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 1,112,262
Loss from operations	(1,112,262)
Income on marketable securities held in trust	17,891
Net Income	7,222,425
Change in fair value of warrant liabilities	9,066,277
Offering costs allocated to warrants	(749,481)
Total other income	$ 8,334,687
Class A redeemable ordinary shares [Member]
Weighted average shares outstanding | shares	34,448,864
Basic and diluted net income per ordinary share | $ / shares	$ 0.17
Class A and Class B non-redeemable ordinary shares [Member]
Weighted average shares outstanding | shares	8,403,462
Basic and diluted net income per ordinary share | $ / shares	$ 0.17

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 11 months ended Dec. 31, 2021 - USD ($)	Total	Ordinary Shares [Member]Class A [Member]	Ordinary Shares [Member]Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance (Shares) at Feb. 07, 2021		0	0
Beginning Balance at Feb. 07, 2021
Issuance of Founder shares	25,000		$ 863	24,137
Issuance of Founder shares (Shares)			8,625,000
Excess cash received on sale of 5,083,333 Private Placement Warrants on April 12, 2021	41,602			41,602
Class A ordinary shares subject to possible redemption	(31,197,550)			$ (65,739)	(31,131,811)
Net (income) loss	7,222,425				7,222,425
Ending balance at Dec. 31, 2021	$ (23,908,523)		$ 863		$ (23,909,386)
Ending Balance (Shares) at Dec. 31, 2021			8,625,000

STATEMENT OF CHANGES IN SHARE_2

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)	Apr. 12, 2021shares
Private placement warrants [Member]
Class of warrants and rights issued during the period	5,083,333

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 7,222,425
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and Investments held in Trust Account	(17,891)
Offering costs allocated to warrants	749,481
Change in fair value of warrant liabilities	(9,066,277)
Changes in operating assets and liabilities:
Prepaid assets	(312,816)
Accounts payable and accrued expenses	315,731
Due to related party	156,479
Net cash used in operating activities	(952,868)
Cash Flows from Investing Activities:
Investment held in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriters' discount	339,600,000
Proceeds from issuance of Private Placement Warrants	7,625,000
Proceeds from related party	174,890
Repayment of promissory note—related party	(149,890)
Payments of offering costs	(533,343)
Net cash provided by financing activities	346,716,657
Net change in cash	763,789
Cash, beginning of the period	0
Cash, end of the period	763,789
Supplemental disclosure of noncash investing and financing activities
Initial classification of warrant liabilities	24,147,086
Initial classification of Class A ordinary shares subject to possible redemption	345,000,000
Accretion of Class A ordinary shares to redemption value	31,197,550
Deferred underwriting commissions charged to additional paid in capital	$ 9,450,000

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 Tio Tech A (the “Company”) was incorporated in the Cayman Islands on February 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating 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 through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and activities related to the search for a target for the Business Combination. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2021. On April 12, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units”). The Company granted Deutsche Bank Securities Inc., the underwriter in the Initial Public Offering (the “Underwriter”), a 45-day option one-third Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,083,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Tio Tech SPAC Holdings GmbH, a German limited liability company (the “Sponsor”), generating gross proceeds of $7,625,000, which is discussed in Note 4. Transaction costs of the Initial Public Offering amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs, of which $749,481 were allocated to warrants and charged to expense. Following consummation of the Initial Public Offering on April 12, 2021 and the settlement of the full exercise of the over-allotment on April 16, 2021, an aggregate of $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”) and invested in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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 1940. The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”), 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 shareholder 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 $10.00 per Public Share). The per-share amount The Company will have only 24 months from April 12, 2021, the closing of the Initial Public Offering, to complete an initial Business Combination (the “Combination Period”). If the Company does not 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 ten business days thereafter, redeem the Public Shares, at a per-share price, The Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the Underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 for the Company’s independent registered 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. The Company anticipates structuring the Business Combination so that the post-transaction company in which the public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. However, the Company may structure the Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such 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, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, the Company’s shareholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination. For example, the Company could pursue a transaction in which it issues a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, the Company would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the Company’s shareholders immediately prior to the Business Combination could own less than a majority of the issued and outstanding shares subsequent to the Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post- transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Liquidity and Capital Resources As of December 31 2021, the Company had approximately $763,789 in its operating bank account and working capital of $542,172. Going Concern The Company anticipates that the $763,789 outside of the Trust Account as of December 31, 2021, might not be sufficient to allow the Company to operate until April 12, 2023, the Combination Period (as defined above), assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Significant Accounting Policies

Significant Accounting Policies Basis of Presentation	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies Basis of Presentation	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 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 Securities Exchange Act of 1934, as amended (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 Use of Estimates The preparation of the 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. 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, 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. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents. Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were invested in money market funds and reported at fair value. During the period from February 8, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (16,563,688 ) Issuance costs related to Class A common stock (14,633,862 ) Plus: Accretion of carrying value to redemption value 31,197,550 Contingently redeemable Class A common stock $ 345,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company applies the two-class For the Period from December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption $ 5,806,087 Denominator: Weighted Average Redeemable Class A ordinary shares, Basic and Diluted 34,448,864 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.17 Class A and Class B non-redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,416,338 Denominator: Weighted Average Non-Redeemable Ordinary 8,403,462 Basic and diluted net income per share, ordinary shares $ 0.17 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued or non-current based not net-cash settlement FASB ASC 470-20, Debt Fair Value Measurements The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and 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. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and 815-40) 2020-06”) ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would 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
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering The Company consummated its Initial Public Offering of 30,000,000 Units on April 12, 2021. Each Unit consists of one Class A ordinary share, $0.0001 par value per share and one-thir The Company granted the Underwriters in the Initial Public Offering a 45-day option Form 8-K should Form 8-K filed Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, a total of $345,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

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 Initial Public Offering, the Sponsor purchased an aggregate of 5,083,333 Private Placement Warrants at a price of $1.50 per warrant ($7,625,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be 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 held in the Trust Account 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. Private Placement Warrants The Private Placement Warrants will be identical to the warrants sold as part of the Units in the Initial Public Offering except that the Private Placement Warrants, so long as they are held by the initial shareholders or their respective permitted transferees, (i) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions, (ii) will not be redeemable by the Company, (iii) may be exercised on a cashless basis, and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Initial Public Offering.

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 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised. On April 15, 2021, the Underwriter’s over-allotment option was exercised in full, and the Founder Shares are no longer subject to forfeiture The Sponsor and certain qualified institutional investors (the “Anchor Investors”) have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Anchor Investor Agreements The Company’s Anchor Investors purchased an aggregate of $23,000,000 of Units in the Company’s Initial Public Offering. On February 18, 2021, the Company, the Sponsor and the Anchor Investors entered into agreements (the “Anchor Investor Agreements”), pursuant to which upon consummation of the Company’s initial Business Combination, the Sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at the time of the initial Business Combination to the Anchor Investors for no additional consideration. The Anchor Investors have agreed that if they beneficially hold less than the required number of shares per the Anchor Investor Agreements upon consummation of the Company’s initial Business Combination, then they will not be granted any Founder Shares in connection with their expression of interest. In addition, in the event that the Company’s Anchor Investors purchase Units (either in the Initial Public Offering or after) and vote their public shares in favor of the Company’s initial Business Combination, it is possible that no votes from public stockholders would be required to approve the Company’s initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction. Due to Related Party As of December 31, 2021, this balance is comprised of $156,479 incurred pursuant to the Administrative Service Fee agreement discussed below. Promissory Note — Related Party On February 9, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing Working Capital Loans 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 a Business Combination, the Company would repay the Working Capital Loans. In the event that a 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 held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans Administrative Service Fee Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the Trust Account for up to 24 months, which will be paid to the Company’s affiliate investment advisor for identifying, investigating and completing an initial Business Combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to the Company’s affiliate investment advisor for up to 24 months and will pay a fee of $1,500,000 in the event of a successful business combination, less (i) the amounts previously paid by the Company or the Sponsor (or certain of its shareholders) and (ii) in the event the initial business combination is not consummated within 12 months following the date of the Initial Public Offering, $40,000 for every month (or pro-rata portion thereof) after the 12-month anniversary of the Initial Public Offering. 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,

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 (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. 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 its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the Underwriter a 45-day option The Underwriter received an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate upon the closing of the Initial Public Offering and the settlement of the over-allotment option. In addition, $0.35 per unit, or approximately $9.45 million in the aggregate will be payable to the Underwriter for deferred underwriting commissions. The deferred fee will become payable to the Underwriter 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. The Underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of Units purchased by the Anchor Investors or other investors that expressed an interest in purchasing Units in our Initial Public Offering.

Warrants

Warrants	11 Months Ended
	Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 7 — Warrants As of December 31, 2021, the Company had 16,583,333 outstanding warrants (11,500,000 Public Warrants and 5,083,333 Private Placement Warrants). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The 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 registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the transfer of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 90th business 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. Notwithstanding the above, 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 elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price for a warrant by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” shall mean the VWAP (as defined below) of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. “VWAP” per share of the Company’s Class A ordinary shares on any trading day means the per share volume weighted average price as displayed under the heading Bloomberg VWAP on the Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the company) page “VAP” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant trading day until the close of trading on such trading day (or if such volume-weighted average price is unavailable, the market price of one Class A ordinary share on such trading day determined, using a volume weighted average method, by an independent financial advisor retained for such purpose by the company). “VWAP” for a period of multiple trading days means the volume-weighted average of the respective VWAPs for the trading days in such period. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day In addition, once the warrants become exercisable, the Company may call the warrants for redemption: • 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 an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company does not complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company has accounted for the 16,583,333 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815-40. Such The warrant agreement contains an alternative issuance provision that if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Rule 12b-2 under the of Rule 13d-3 under the the ten-trading day The guidance contained in ASC 815-40 provides a “fixed-for-fixed” option The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of Initial Public Offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at such re-measurement, the

Fair Value of Financial Instrum

Fair Value of Financial Instruments	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 8 — Fair Value of Financial Instruments The Company’s warrant liabilities were initially valued as of April 12, 2021, the date of the IPO. As of that date, the over-allotment option had not yet been exercised and the funds in the Trust Account were all in cash and not yet invested. On April 15, 2021, the underwriters exercised their over-allotment option in full which contributed an additional 1,500,000 Public warrants. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 345,017,891 $ 345,017,891 — $ — Liabilities: Public warrant liabilities, including over-allotment 10,453,500 10,453,500 — — Private warrant liabilities 4,627,309 — — 4,627,309 Warrant liabilities $ 15,080,809 $ 10,453,500 — $ 4,627,309 The Company initially utilized the trading value of the public warrants and a Monte Carlo simulation model to value the private placement warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was initially determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield The following table provides quantitative information regarding Level 3 fair value measurements: April 12, 2021 December 31, (Initial 2021 Measurement) Share price $ 9.74 $ 9.51 Strike price $ 11.50 $ 11.50 Term (in years) 5.85 6.09 Volatility 14.4 % 24.4 % Risk-free rate 1.34 % 1.14 % There were transfers into or out of Level 3 during the period from February 8, 2021 (inception) through December 31, 2021. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Liability Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 24,147,086 Public warrants reclassified to Level 1 (16,563,688 ) Change in fair value (2,956,089 ) Fair Value at December 31, 2021 $ 4,627,309

Shareholders' Equity

Shareholders' Equity	11 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 9 — Shareholders’ Equity Preference Shares — Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or the rules of The Nasdaq Stock Market LLC then in effect. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands 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 concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Subsequent Events

Subsequent Events	11 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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]
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 Securities Exchange Act of 1934, as amended (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
Use of Estimates	Use of Estimates The preparation of the 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. 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, 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. As of December 31, 2021, the Company had $763,789 in cash and no cash equivalents.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were invested in money market funds and reported at fair value. During the period from February 8, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (16,563,688 ) Issuance costs related to Class A common stock (14,633,862 ) Plus: Accretion of carrying value to redemption value 31,197,550 Contingently redeemable Class A common stock $ 345,000,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company applies the two-class For the Period from December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption $ 5,806,087 Denominator: Weighted Average Redeemable Class A ordinary shares, Basic and Diluted 34,448,864 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.17 Class A and Class B non-redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,416,338 Denominator: Weighted Average Non-Redeemable Ordinary 8,403,462 Basic and diluted net income per share, ordinary shares $ 0.17
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.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued or non-current based not net-cash settlement FASB ASC 470-20, Debt
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and 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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and 815-40) 2020-06”) ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would 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 Basis of Presentation (Tables)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Reconciliation of Net Loss Per Ordinary Share	For the Period from December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Net income allocable to Class A ordinary shares subject to possible redemption $ 5,806,087 Denominator: Weighted Average Redeemable Class A ordinary shares, Basic and Diluted 34,448,864 Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.17 Class A and Class B non-redeemable Numerator: Net income allocable to Class B ordinary shares not subject to redemption $ 1,416,338 Denominator: Weighted Average Non-Redeemable Ordinary 8,403,462 Basic and diluted net income per share, ordinary shares $ 0.17
Summary of reconciliation of ordinary shares subject to possible redemption	As of December 31, 2021, the Class A Common Stock reflected in the balance sheet is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (16,563,688 ) Issuance costs related to Class A common stock (14,633,862 ) Plus: Accretion of carrying value to redemption value 31,197,550 Contingently redeemable Class A common stock $ 345,000,000

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	11 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of assets and liabilities measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Active Markets (Level 1) Significant Significant (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 345,017,891 $ 345,017,891 — $ — Liabilities: Public warrant liabilities, including over-allotment 10,453,500 10,453,500 — — Private warrant liabilities 4,627,309 — — 4,627,309 Warrant liabilities $ 15,080,809 $ 10,453,500 — $ 4,627,309
Summary of provides quantitative information regarding Level 3 fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements: April 12, 2021 December 31, (Initial 2021 Measurement) Share price $ 9.74 $ 9.51 Strike price $ 11.50 $ 11.50 Term (in years) 5.85 6.09 Volatility 14.4 % 24.4 % Risk-free rate 1.34 % 1.14 %
Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3	The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant Liability Fair value at December 31, 2020 $ — Initial value of public and private warrant liabilities 24,147,086 Public warrants reclassified to Level 1 (16,563,688 ) Change in fair value (2,956,089 ) Fair Value at December 31, 2021 $ 4,627,309

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021	Dec. 31, 2021
Proceeds from initial public offering, net of underwriters' discount			$ 339,600,000
Other offering costs			533,343
Payment made towards restricted investments	$ 345,000,000		$ 345,000,000
Term of restricted investments	185 days
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount		80.00%
Equity method investment ownership percentage		50.00%
Estimated expenses payable on dissolution		$ 100,000
Period within which business combination shall be consummated from the consummation of initial public offer			24 months
Operating bank account			$ 763,789
Net working capital			542,172
Allocated To Warrants And Charged To Expense			749,481
Cash outside of the trust account			$ 763,789
Minimum [Member]
Equity method investment ownership percentage			50.00%
Temporary equity redemption price per share		$ 10
Maximum [Member]
Equity method investment ownership percentage			100.00%
IPO [Member]
Adjustments to additional paid in capital stock issuance costs		$ 15,383,343
Underwriting discount		5,400,000
Deferred underwriting discount		9,450,000
Other offering costs		533,343
Allocated To Warrants And Charged To Expense		$ 749,481
Over-Allotment Option [Member]
Stock shares issued during the period shares	4,500,000
Underwriter option days	45 days
Over-Allotment Option [Member] | Deutsche Bank Securities Inc [Member]
Stock shares issued during the period shares			4,500,000
Underwriter option days			45 days
Private Placement [Member]
Class of warrants or rights issue of warrants during the period		5,083,333
Class of warrants or rights issue price per share		$ 1.50
Proceeds from Issuance of warrants		$ 7,625,000
Common Class A [Member]
Proceeds from initial public offering, net of underwriters' discount			$ 345,000,000
Common Class A [Member] | Public warrants [Member]
Share price	$ 11.50
Common Class A [Member] | IPO [Member]
Stock shares issued during the period shares		30,000,000
Sale of stock issue price per share	$ 10
Proceeds from initial public offering, net of underwriters' discount	$ 345,000,000	$ 345,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares	4,500,000	4,500,000

Significant Accounting Polici_4

Significant Accounting Policies Basis of Presentation - Summary of Reconciliation of Net Loss Per Ordinary Share (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A and Class B non-redeemable ordinary shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted | shares	8,403,462
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ / shares	$ 0.17
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted | shares	8,403,462
Basic and diluted net income per share, ordinary shares | $ / shares	$ 0.17
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption | $	$ 1,416,338
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted Average Redeemable Class A ordinary shares, Basic and Diluted | shares	34,448,864
Basic and Diluted net income per share, Redeemable Class A Ordinary shares | $ / shares	$ 0.17
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted | shares	34,448,864
Basic and diluted net income per share, ordinary shares | $ / shares	$ 0.17
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption | $	$ 5,806,087

Significant Accounting Polici_5

Significant Accounting Policies Basis of Presentation - Summary of Class A Common Stock reflected in the balance sheet (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Proceeds from initial public offering, net of underwriters' discount	$ 339,600,000
Proceeds allocated to public warrants	(16,563,688)
Issuance costs related to Class A common stock	(14,633,862)
Accretion of carrying value to redemption value	31,197,550
Contingently redeemable Class A common stock	345,000,000
Common Class A [Member]
Proceeds from initial public offering, net of underwriters' discount	$ 345,000,000

Significant Accounting Polici_6

Significant Accounting Policies Basis of Presentation - Additional Information (Details) - USD ($)	11 Months Ended
	Dec. 31, 2021	Apr. 12, 2021
Debt Conversion Converted Instrument Term	12 months
Unrecognized Tax Benefits	$ 0
Accrued for interest and penalties	0
FDIC Insured Amount	250,000
Cash	763,789
Offering costs	15,383,343
Payments for underwriting expense	5,400,000
Deferred underwriting commissions noncurrent	9,450,000	$ 9,450,000
Other offering costs	533,343
Allocation of warrant costs charged to expense	$ 749,481
Common Class A [Member]
Shares subject to possible redemption	34,500,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021	Dec. 31, 2021
Share Issue Price		$ 10
Proceeds From Issuance Of IPO			$ 339,600,000
IPO [Member]
Common stock par or stated value per share		$ 0.0001
Stock issued during period		$ 300,000,000
Number of shares in unit		1
Number of warrants in unit		0.33
Over-Allotment Option [Member]
Stock Issued During Period Shares	4,500,000
Cash underwriting fees	$ 900,000
Stock issued during period	$ 45,000,000
Underwriter option days	45 days
Common stock shares subscribed but not issued	4,500,000
Common Class A [Member]
Proceeds From Issuance Of IPO			$ 345,000,000
Common stock par or stated value per share			$ 0.0001
Common Class A [Member] | Public warrants [Member]
Exercise price of warrant		$ 11.50
Shares issuable per warrant		1
Common Class A [Member] | IPO [Member]
Stock Issued During Period Shares		30,000,000
Share Issue Price		$ 10
Proceeds From Issuance Of IPO	$ 345,000,000	$ 345,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock Issued During Period Shares	4,500,000	4,500,000

Private Placement - Additional

Private Placement - Additional Information (Details) - Private placement warrants [Member]	Apr. 12, 2021USD ($)$ / sharesshares
Private Placement [Line Items]
Class of warrants and rights issued during the period | shares	5,083,333
Class of warrants and rights issued, price per warrant | $ / shares	$ 1.50
Proceeds from Issuance of warrants | $	$ 7,625,000
Common Class A [Member]
Private Placement [Line Items]
Shares issuable per warrant | shares	1
Exercise Price of Warrants or Rights | $ / shares	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Apr. 12, 2021	Feb. 18, 2021	Feb. 10, 2021	Dec. 31, 2021	Dec. 31, 2021	Feb. 09, 2021
Stock shares issued during the period for services value				$ 25,000
Number of consecutive trading days for determining share price				20 days
Accrued Costs and Expenses				$ 131,500	$ 131,500
Related Party Administrative Fee Agreement				156,479
Anchor Investment Agreement [Member]
Shares to be transferred		255,555
IPO [Member]
Stock issued during period	$ 300,000,000
IPO [Member] | Anchor Investors [Member]
Stock issued during period		$ 23,000,000
Working Capital Loan [Member]
Debt Instrument Convertible Into Warrants				$ 1,500,000	$ 1,500,000
Debt Instrument Conversion Price				$ 1.50	$ 1.50
Events of Initial Public Offering Transactions [Member]
Related Party Transaction, Amounts of Transaction					$ 40,000
Sponsor [Member] | Promissory Note [Member]
Debt face amount						$ 300,000
Debt Instrument Interest Rate						0.00%
Due to Related Parties				$ 0	0
Sponsor [Member] | Services Agreement [Member]
Related Party Transaction, Amounts of Transaction				15,000
Affiliate investment advisor [Member] | Services Agreement [Member]
Related Party Transaction, Amounts of Transaction				$ 35,000
Related party service agreement term of contract				24 months
Affiliate investment advisor [Member] | Services Agreement [Member] | Minimum [Member]
Due to Related Parties				$ 1,500,000	$ 1,500,000
Common Class A [Member]
Temporary equity shares outstanding				34,500,000	34,500,000
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member]
Share transfer, trigger price price per share				$ 12	$ 12
Number of consecutive trading days for determining share price				30 days
Number of trading days for determining share price				20 days
Threshold number of trading days for determining share price from date of business combination				150 days
Founder Shares [Member] | Common Class F [Member] | Sponsor [Member]
Stock shares issued during the period for services value			$ 25,000
Stock shares issued during the period for services Shares			8,625,000
Founder Shares [Member] | Common Class A [Member]
Temporary equity shares outstanding			1,125,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021	Dec. 31, 2021
Underwriting Expense Paid			$ 5,400,000
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions noncurrent		$ 9,450,000	$ 9,450,000
Anchor Investors [Member]
Underwriting commissions not received		75,000,000
Over-Allotment Option [Member]
Stock shares issued during the period	4,500,000
Underwriting Expense Paid		$ 5,400,000
Underwriting discount paid per unit		$ 0.20
Common Class A [Member] | Over-Allotment Option [Member]
Overallotment option vesting period		45 days
Stock shares issued during the period	4,500,000	4,500,000

Warrants - Additional Informati

Warrants - Additional Information (Details) - $ / shares	11 Months Ended
	Dec. 31, 2021	Apr. 15, 2021
Number of days after which business combination within which securities registration shall be effective	90 days
Minimum lock In period For SEC Registration From Date Of Business Combination	20 days
Number of consecutive trading days for determining share price	20 days
Number of warrants or rights outstanding	16,583,333
Redemption of warrants [Member]
Common shares convertible per warrant	0.361 shares per whole warrant
Private placement warrants [Member]
Number of warrants or rights outstanding	5,083,333
Public warrants [Member]
Number of warrants or rights outstanding	11,500,000
Common Class A [Member]
Minimum lock In period For SEC Registration From Date Of Business Combination	30 days
Common Class A [Member] | Redemption of warrants [Member]
Class of warrants, redemption notice period	10 days
Common shares convertible per warrant	0.361 Class A ordinary shares per warrant
Common Class A [Member] | Private placement warrants [Member] | Share Price Equal or Less than Eighteen Rupees per dollar [Member]
Share Price	$ 18
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Common Class A [Member] | Public warrants [Member]
Share Price		$ 11.50
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]
Class of warrants, redemption price per unit	$ 0.10
Class of warrants, redemption notice period	30 days
Share Price	$ 10
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share Price	$ 18
Number of trading days for determining share price	30 days

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Liabilities:
Warrant Liabilities	$ 15,080,809
Public warrants [Member]
Liabilities:
Warrant Liabilities	10,453,500
Private placement warrants [Member]
Liabilities:
Warrant Liabilities	4,627,309
U.S. Treasury Securities held in Trust Account [Member]
Assets:
Investments, Fair Value Disclosure	345,017,891
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant Liabilities	10,453,500
Fair Value, Inputs, Level 1 [Member] | Public warrants [Member]
Liabilities:
Warrant Liabilities	10,453,500
Fair Value, Inputs, Level 1 [Member] | Private placement warrants [Member]
Liabilities:
Warrant Liabilities	0
Fair Value, Inputs, Level 1 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Investments, Fair Value Disclosure	345,017,891
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant Liabilities	0
Fair Value, Inputs, Level 2 [Member] | Public warrants [Member]
Liabilities:
Warrant Liabilities	0
Fair Value, Inputs, Level 2 [Member] | Private placement warrants [Member]
Liabilities:
Warrant Liabilities	0
Fair Value, Inputs, Level 2 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Investments, Fair Value Disclosure	0
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrant Liabilities	4,627,309
Fair Value, Inputs, Level 3 [Member] | Public warrants [Member]
Liabilities:
Warrant Liabilities	0
Fair Value, Inputs, Level 3 [Member] | Private placement warrants [Member]
Liabilities:
Warrant Liabilities	4,627,309
Fair Value, Inputs, Level 3 [Member] | U.S. Treasury Securities held in Trust Account [Member]
Assets:
Investments, Fair Value Disclosure	$ 0

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Summary of Reconciliation of Changes in Fair Value of the Beginning and Ending Balances for the Liabilities Classified as Level 3 (Detail) - Level 3 [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 0
Initial value of public and private warrant liabilities	24,147,086
Public warrants reclassified to Level 1	(16,563,688)
Change in fair value	(2,956,089)
Ending Balance	$ 4,627,309

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Summary of provides quantitative information regarding Level 3 fair value measurements (Details)	Dec. 31, 2021yr	Apr. 12, 2021yr
Share price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.74	9.51
Strike price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.85	6.09
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	14.4	24.4
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.34	1.14

Fair Value of Financial Instr_6

Fair Value of Financial Instruments - Additional Information (Details)	Apr. 15, 2021shares
Over-Allotment Option [Member] | Public warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of warrants or rights, warrants issued during period	1,500,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Details)	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock shares authorized	200,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	0
Common stock shares outstanding	0
Temporary equity shares outstanding	34,500,000
Common Class A [Member] | Founder [Member]
Percentage of common stock issued and outstanding	20.00%
Stock Conversion Basis	one-for-one basis
Common Class B [Member]
Common stock shares authorized	20,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	8,625,000
Common stock shares outstanding	8,625,000