Spindletop Health Acquisition (SHCAW) 10-K 14 Apr 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	SPINDLETOP HEALTH ACQUISITION CORP.
Entity Central Index Key	0001848558
Current Fiscal Year End Date	--12-31
Entity File Number	001-41018
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3571 Far West Blvd.
Entity Address, Address Line Two	Suite 108
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Tax Identification Number	86-2141947
Entity Public Float			$ 0
Entity Address, Postal Zip Code	78731
City Area Code	512
Local Phone Number	961-4633
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, TX
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	SHCAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	SHCA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,025,146
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Redeemable warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants
Trading Symbol	SHCAW
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 1,195,715
Prepaid expenses	1,062,809
Total current assets	2,258,524
Prepaid expenses, non-current	99,001
Investments in Trust Account	234,603,651
Total Assets	236,961,176
Current liabilities:
Accounts payable and accrued expenses	223,236
Due to related party	20,000
Total current liabilities	243,236
Warrant Liability	12,073,681
Deferred underwriting commissions	8,050,000
Total liabilities	20,366,917
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20 per share	234,600,000
Stockholder's Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(18,006,316)
Total Stockholder's equity	(18,005,741)
Total liabilities, Class A common stock subject to possible redemption and stockholders' deficit	236,961,176
Common Class A [Member]
Stockholder's Equity:
Common Stock	0
Common Class B [Member]
Stockholder's Equity:
Common Stock	$ 575

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred shares par or stated value per share | $ / shares	$ 0.0001
Preferred shares authorised	1,000,000
Preferred shares issued	0
Preferred shares outstanding	0
Ordinary Class A [Member]
Common shares par or stated value per share | $ / shares	$ 0.0001
Common shares authorised	100,000,000
Common shares issued	0
Common shares outstanding	0
Temporary equity, par or stated value per share | $ / shares	$ 10.20
Temporary shares outstanding	23,000,000
Ordinary Class B [Member]
Common shares par or stated value per share | $ / shares	$ 0.0001
Common shares authorised	10,000,000
Common shares issued	5,750,000
Common shares outstanding	5,750,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 537,517
Loss from operations	(537,517)
Other income (expense)
Earnings from investments held in trust account	3,651
Offering costs allocated to warrants	(580,637)
Change in fair value of warrant liabilities	7,750,219
Total other income (expense)	7,173,233
Net income	$ 6,635,716
Ordinary Class A [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	3,905,660
Basic and diluted net income per common stock | $ / shares	$ 0.73
Ordinary Class B [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	5,127,358
Basic and diluted net income per common stock | $ / shares	$ 0.73

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($)	Total	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Feb. 16, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Feb. 16, 2021		0	0
Issuance of founder shares	25,000	$ 0	$ 575	24,425
Issuance of founder shares (in shares)		0	5,750,000
Excess proceeds above fair value of private placement warrants	2,217,600			2,217,600
Accretion of common stock subject to possible redemption	(26,884,057)			(2,242,025)	(24,642,032)
Net income	6,635,716				6,635,716
Ending Balance at Dec. 31, 2021	$ (18,005,741)	$ 0	$ 575	$ 0	$ (18,006,316)
Ending Balance (in shares) at Dec. 31, 2021		0	5,750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 6,635,716
Adjustments to reconcile net income to net cash used in operating activities:
Earnings from investments held in trust account	(3,651)
Offering costs allocated to warrants	580,637
Change in fair value of warrant liabilities	(7,750,219)
Changes in operating assets and liabilities:
Prepaid assets	(1,161,810)
Accounts payable and accrued expenses	(464,265)
Due to related party	20,000
Net cash used in operating activities	(2,143,592)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(234,600,000)
Net cash used in investing activities	(234,600,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters' discount	225,400,000
Proceeds from issuance of private placement warrants	12,600,000
Proceeds from issuance of founder shares	25,000
Proceeds from issuance of promissory note—related party	300,000
Payment of promissory note—related party	(300,000)
Payment of deferred offering costs	(85,693)
Net cash provided by financing activities	237,939,307
Net change in cash	1,195,715
Cash, beginning of the period	0
Cash, end of the period	1,195,715
Supplemental disclosure of cash flow information:
Initial classification of warrant liability	19,823,900
Deferred underwriting commissions payable charged to additional paid in capital	8,050,000
Remeasurement of Class A shares subject to redemption	22,284,057
Excess proceeds above fair value of private placement warrants	$ 2,217,600

Organization and Business Opera

Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Spindletop Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 17, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below) and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income Sponsor and Financing The Company’s sponsor is Spindletop Health Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”) including 3,000,000 Units as part of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-half of Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 12,600,000 warrants (the “Private Placement Warrants”), including 1,200,000 Private Placement Warrants related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor, generating gross proceeds to the Company of $12,600,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, except that, so long as the Private Placement Warrants are held by the Sponsor and its permitted transferees: (i) they are not redeemable by the Company, except under certain circumstances when the price per share of Class A common stock equals or exceeds $11.50 (as adjusted), (ii) they (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination, (iii) they are exercisable on a cashless basis and (iv) they are entitled to registration rights. In connection with the IPO, the Company also granted the underwriters a 45-day option over-allotment option on the date of the IPO. Transaction costs amounted to $13,423,194 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting commissions, and $773,194 of other offering costs. Of the total offering costs, $12,842,577 was charged to temporary equity and $580,637 is included in the statement of operations. Upon the closing of the IPO and the private placement, $234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO of 23,000,000 Units at $10.00 per Unit, which is discussed in Note 3 and the sale of 12,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the IPO. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target 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”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO is held in a “Trust Account” and may only be invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under rights or pre-initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of Class A common stock subject to redemption we re The Company will have 15 months from the closing of the IPO to complete an initial Business Combination (the “Combination Period”). However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable The sponsor, officers and directors agreed to (i) waive their redemption rights with respect to their shares of the Company’s Class B common stock and shares of Class A common stock issued upon conversion thereof (the “founder shares”) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had $1,195,715 in its operating bank account, and working capital of $2,015,288. The Company’s liquidity needs up to November 8, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). The promissory note was paid in full on November 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company does not complete a Business Combination within 15 months from the IPO (February 8, 2023) (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial Business Combination but has not completed the initial Business Combination within such 15-month period or (b) two instances by an additional three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the Trust Account for each three month extension in an amount of $0.10 per unit) or during any stockholder-approved extension period, the Company will 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. The Company anticipates that the $1,195,715 outside of the Trust Account as of December 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. However, until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and may use Working Capital Loans (as defined in Note 5) from the Sponsor, 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 does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 8, 2023 (or up to August 8, 2023 if extended as described above) to consummate a Business Combination. Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 15 months from the closing of our Initial Public Offering (or extended (a) to 18 months if we have filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 15-month period or (b) two instances by an additional three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension in an amount of $0.10 per unit). It is uncertain that the Company will be able to consummate a Business Combination by this time or if the Company has the financial resources to extend the mandatory liquidation date beyond February 8, 2023 by depositing into the trust account for each three month extension an amount of $0.10 per unit. If a Business Combination is not consummated or the mandatory liquidation date is not extended by February 8, 2023, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 8, 2023.

Significant Accounting Policies

Significant Accounting Policies	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information 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 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 stockholder 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 Use of Estimates The preparation of the financial statement in conformity with US 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 statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and 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 had cash of $1,195,715 and no cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). 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. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the IPO date and re-valued at or non-current based not net-cash settlement Warrant Liability The Company accounts for the 24,100,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at to re-evaluation at Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 17, 2021 (inception) through December Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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 our control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, th e shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheet. Net Income Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 21,400,000 shares of common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the period from February 17, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,869,124 $ 3,766,592 Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,905,660 5,127,358 Basic and diluted net income per share $ 0.73 $ 0.73 Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends the if-converted method ASU 2020-06 is The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 8, 2021, the Company sold 23,000,000 Units (including the underwriters’ over-allotment option of 3,000,000 Units) at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-half of Following the closing of the IPO on November 8, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated In connection with the IPO, the Company granted the underwriters a 45-day option Units to cover over-allotments. The underwriters exercised the over-allotment in full on the date of the IPO (November 8, 2021). (see Note 9).

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Private Placement Disclosure	Note 4 — Private Placement On November 8, 2021, simultaneously with the closing of the IPO the Company completed the private sale of 12,600,000 Private Placement Warrants, including 1,200,000 Private Placement Warrants related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $12,600,000. Each whole warrant entitles the holder thereof to purchase one Class A common stock at $11.50 per share, subject to adjustment (see Note 9

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In February 2021, the Company’s initial stockholders purchased an aggregate of 5,750,000 founder shares for a capital contribution of $25,000. The founder shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. Included in the IPO the underwriters fully exercised their over-allotment option resulting in no founder shares subject to forfeiture. In March 2021, four members of the board of directors purchased 70,000 founders shares in the aggregate for an aggregate purchase price of $304.35, or approximately $0.004 per share (approximating the fair value of the shares on that date) In March 2021 three officers of the Company purchased an aggregate 150,000 founder shares for an aggregate price of $652.17, or approximately $0.004 per share (approximating the fair value of the shares on that date). One hundred percent of these founder shares will initially be subject to forfeiture. To the extent these 150,000 founder shares held by the officers have not vested pursuant to each officer’s respective founder shares subscription agreement, these shares shall be automatically forfeited for no consideration upon the termination of the officer’s service to the Company as an officer of the Company. Each officer’s founder shares will vest at a rate of 1/36th of the shares issued per month, effective as of March 12, 2021, subject to the officer’s continuous service to the Company as an officer. With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Promissory Note — Related Party The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 in two promissory notes to be used for a portion of the expenses of the IPO. The initial promissory note entered into on February 23, 2021 provided for a loan of $100,000 that was non-interest bearing, unsecured was non-interest bearing, Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Fees Commencing on the date that the Company’s securities are first listed on the Nasdaq, the Company agree d

Commitments And Contingencies

Commitments And Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, and 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 to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriter Agreement The Company granted the underwriters a 45-day option On November 8, 2021, the Company paid a cash underwriting commission of $0.20 per unit, or $4,600,000, (including the commission related to the underwriters’ exercise of the over-allotment option). The underwriters are entitled to deferred underwriting commissions of $0.35 per unit, or $8,050,000 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option). 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 an Initial Business Combination, subject to the terms of the underwriting agreement for the offering.

Warrant Liabilities

Warrant Liabilities	10 Months Ended
	Dec. 31, 2021
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company accounts for the 21,400,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and 12,600,000 Private Placement Warrants) in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The transfer of already issued securities held by the Sponsor in connection with the closing of our initial business combination will not be included in the calculation of the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock 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 shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock 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 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 share of Class A common stock underlying such unit. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding 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 (the “30-day redemption • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redeemable Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redeemable Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. If a registration statement covering the shares of Class A common stock 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Private Placement Warrants will be non-redeemable in Investment Held in Trust Account As of December 31, 2021, the investments in the Company’s Trust Account primarily consisted of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Warrant Liability Under the guidance in ASC 815-40 re-measurement re-measurement, Recurring Fair Value Measurements The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. On or about December 27, 2021, holders of the Company’s Units were able to separately trade the Class A common stock and warrants included in the Company’s Units. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant was reclassified from Level 3 to a Level 1. The Company’s Private Placement Warrants are economically equivalent to the Company’s Public Warrants. For the period ending December 31, 2021, the Private Warrants were reclassified from a Level 3 to a Level 2 classification. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 234,603,651 $ — $ — Liabilities: Private Placement Warrants — 6,323,681 — Public Warrants 5,750,000 — — Measurement The Company established the initial fair value for the Warrants on November 8, 2021, the date of the consummation of the Company’s IPO, using a Monte Carlo simulation model to value the Public and Private warrants. In December 2021 the Company announced that holders of the Company’s Units may separately trade shares of the Company’s Class A common stock and Public Warrants included in the Units on the Nasdaq Capital Market under the symbols SHCA and SHCAW, respectively. With the trading of the Public Warrants on an open market, at December 31, 2021 the Public Warrants were valued based on an unadjusted market price. Input November 8, (Initial Risk-free interest rate 1.30 Expected term (years) 6.39 Stock price $ 9.59 Probability of completing business combination 85 % Expected volatility 13.9 % Exercise price $ 11.50 The change in the fair value of the L Fair Value at February 17, 2021 $ — Fair value at issuance November 8, 2021 19,823,900 Public w transfer (5,750,000 ) Private placement warrants transfer to level 2 (6,323,681 ) Change in fair value (7,750,219 ) Fair Value at December 31, 2021 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. At December 31, 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement.

Class A Ordinary Share Subject

Class A Ordinary Share Subject to Possible Redemption	10 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Class A Ordinary Share Subject to Possible Redemption	Note 8 – Class A Ordinary Shares Subject to Possible Redemption 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 future events. As of December 31, 2021, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Proceeds allocated to public warrants (9,441,500 ) Class A ordinary shares issuance cost (12,842,557 ) Plus: Accretion of carrying value to redemption value 22,284,057 Proceeds from Private Placement deposited in trust account interest 4,600,000 Class A ordinary shares subject to possible redemption $ 234,600,000

Stockholder's Equity

Stockholder's Equity	10 Months Ended
	Dec. 31, 2021
Shareholders Equity [Abstract]
Stockholder's Equity	Note 9 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s sponsor, directors and officers have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject on an as-converted basis, 20% Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote except as required by law.

Income Tax

Income Tax	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 10 The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 76,276 Capitalized costs related to merger — Federal net operating loss 35,836 Total deferred tax asset 112,112 Valuation allowance (112,112 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred 112,112 State Current — Deferred — Change in valuation allowance (112,112 ) Income tax provision $ — As of December 31, 2021, the Company has no U.S. federal net operating loss carryovers. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from December 3, 2020 (inception) through December 31, 2021, the change in the valuation allowance was $202,443. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit — % Change in fair value of warrant liability (24.53 )% Warrant transaction costs 1.84 % Change in valuation allowance 1.69 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 Management has evaluated subsequent events to determine if events or transactions occurring through, the date the financial statement was issued, require potential adjustment to or disclosure in the financial statement and did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information 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 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 stockholder 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
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with US 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 statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and
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 had cash of $1,195,715 and no cash equivalents as of December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
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. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Investments Held in the Trust Account	Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $234,603,651 of investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured 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.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the IPO date and re-valued at or non-current based not net-cash settlement
Warrant Liability	Warrant Liability The Company accounts for the 24,100,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured at to re-evaluation at
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 17, 2021 (inception) through December
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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 our control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, th e shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheet.
Net Income Per Common Share	Net Income Per Common stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 21,400,000 shares of common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the period presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income per common stock because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the period from February 17, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,869,124 $ 3,766,592 Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,905,660 5,127,358 Basic and diluted net income per share $ 0.73 $ 0.73
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends the if-converted method ASU 2020-06 is The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the period from February 17, 2021 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 2,869,124 $ 3,766,592 Denominator: Weighted-average shares outstanding including common stock subject to redemption 3,905,660 5,127,358 Basic and diluted net income per share $ 0.73 $ 0.73

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of fair value hierarchy of the valuation techniques	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account – money market fund $ 234,603,651 $ — $ — Liabilities: Private Placement Warrants — 6,323,681 — Public Warrants 5,750,000 — —
Summary of Monte Carlo simulation model	Input November 8, (Initial Risk-free interest rate 1.30 Expected term (years) 6.39 Stock price $ 9.59 Probability of completing business combination 85 % Expected volatility 13.9 % Exercise price $ 11.50
Summary of fair value of the level 3 classified warrant liabilities	The change in the fair value of the L Fair Value at February 17, 2021 $ — Fair value at issuance November 8, 2021 19,823,900 Public w transfer (5,750,000 ) Private placement warrants transfer to level 2 (6,323,681 ) Change in fair value (7,750,219 ) Fair Value at December 31, 2021 $ —

Class A Ordinary Share Subjec_2

Class A Ordinary Share Subject to Possible Redemption (Tables)	10 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Balance Sheet	The Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Proceeds allocated to public warrants (9,441,500 ) Class A ordinary shares issuance cost (12,842,557 ) Plus: Accretion of carrying value to redemption value 22,284,057 Proceeds from Private Placement deposited in trust account interest 4,600,000 Class A ordinary shares subject to possible redemption $ 234,600,000

Income Tax (Tables)

Income Tax (Tables)	10 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Summary of net deferred tax assets	The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 76,276 Capitalized costs related to merger — Federal net operating loss 35,836 Total deferred tax asset 112,112 Valuation allowance (112,112 ) Deferred tax asset, net of allowance $ —
Summary of income tax provision	The income tax provision consists of the following: December 31, 2021 Federal Current $ — Deferred 112,112 State Current — Deferred — Change in valuation allowance (112,112 ) Income tax provision $ —
Summary of reconciliation of the federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit — % Change in fair value of warrant liability (24.53 )% Warrant transaction costs 1.84 % Change in valuation allowance 1.69 % Income tax provision — %

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Nov. 08, 2021	Jul. 15, 2021	Feb. 23, 2021	Dec. 31, 2021	Feb. 08, 2023	Feb. 16, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Gross proceeds from IPO		$ 230,000,000
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax	80.00%				80.00%
Equity method investment ownership percentage	50.00%				50.00%
Temporary equity redemption price per share	$ 10.20				$ 10.20
Percentage of public shareholding to be redeemed in case of non occurrence of business combination	100.00%				100.00%
Estimated amount of expenses payable on dissolution	$ 100,000				$ 100,000
Cash in operating bank account	1,195,715				1,195,715
Net working capital	$ 2,015,288				$ 2,015,288
Percentage of the public shares redeemable in case business combination is not consummated	100.00%				100.00%
Common stock par or stated value per share		$ 0.0001
Class Of Warrants and Rights Issued During the Period		12,600,000
Class Of Warrants and Rights Issued, Price Per Warrant		$ 1
Overallotment option vesting period		45 days			45 days
Total offering costs		$ 13,423,194
Payments for underwriting expense		4,600,000			$ 4,600,000
Deferred compensation liability, Classified, Noncurrent	$ 8,050,000	8,050,000			8,050,000
Other offering costs		773,194
Payments to acquire restricted investment		$ 234,600,000			$ 234,600,000
Per share value of restricted assets	$ 10.20	$ 10.20			$ 10.20
Restricted Investments Term					185 days
Period within which business combination shall be consummated from the consummation of initial public offer					15 months
Extension period					3 months
Payments to acquire restricted assets, Per share value	0.10				0.10
Offering Costs Allocated To Warrant Liabilities Charged To Temporary Equity		$ 12,842,577
Offering Costs Allocated To Warrants		$ 580,637			$ 580,637
Cash	$ 1,195,715				$ 1,195,715		$ 0
Paid For Each Three Month Extension [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire restricted assets, Per share value	0.10				0.10	0.10
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Period within which business combination shall be consummated, Extended period					18 months
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Period within which business combination shall be consummated, Extended period					21 months
Share Price Equal or Exceeds 10.20 Rupees per dollar
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share Price	$ 10.20				$ 10.20
Post Business Combination Net Worth Requirement to Effect Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Networth needed post business combination	$ 5,000,001				$ 5,000,001
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Gross proceeds from IPO					$ 230,000,000
Common stock par or stated value per share	$ 0.0001				$ 0.0001
Exercise price of warrant		$ 11.50
Common Class A [Member] | Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Exercise price of warrant	11.50	$ 11.50			11.50
Share Price	$ 10				$ 10
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period value for services					$ 25,000
Class Of Warrants and Rights Issued During the Period		1,200,000
Proceeds from issue of warrants		$ 12,600,000
Proceeds from unsecured and non-interest bearing promissory note			$ 200,000	$ 100,000	$ 300,000
Sponsor [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from unsecured and non-interest bearing promissory note	$ 300,000
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class Of Warrants and Rights Issued During the Period					12,600,000
Class Of Warrants and Rights Issued, Price Per Warrant					$ 1
Proceeds from issue of warrants					$ 12,600,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period, Shares, New Issues		23,000,000
IPO [Member] | Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period, Shares, New Issues		23,000,000			23,000,000
Gross proceeds from IPO		$ 230,000,000
Common stock par or stated value per share		$ 0.0001
Shares Issued, Price Per Share	$ 10	$ 10			$ 10
IPO [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrant or right issued during period, Warrants, Price per warran	$ 1				$ 1
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period, Shares, New Issues		3,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period, Shares, New Issues		3,000,000			3,000,000
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class Of Warrants and Rights Issued During the Period					1,200,000
Private Placement [Member] | Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrant or right issued during period, Warrants					12,600,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A [Member]
Numerator:
Allocation of net income | $	$ 2,869,124
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	3,905,660
Basic and diluted net income per share | $ / shares	$ 0.73
Class B [Member]
Numerator:
Allocation of net income | $	$ 3,766,592
Denominator:
Weighted-average shares outstanding including common stock subject to redemption | shares	5,127,358
Basic and diluted net income per share | $ / shares	$ 0.73

Significant Accounting Polici_3

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Nov. 08, 2021	Dec. 31, 2021
Summary Of Significant Accounting Policies [Line Items]
Cash insured with federal insurance corporation		$ 250,000
Cash equivalents		0
Cash		1,195,715
Total offering costs	$ 13,423,194
Payments for underwriting expense	4,600,000	4,600,000
Deferred compensation liability, Classified, Noncurrent	8,050,000	8,050,000
Other offering costs	$ 773,194
Adjustments to additional paid in capital, stock issued issuance costs		580,637
Offering Costs Allocated to Warrant Liabilities		12,842,557
Funds Held In Trust Account		$ 234,603,651
Class Of Warrants Or Rights Exercisable		21,400,000
Common Class A [Member]
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares subject to possible redemption		23,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 08, 2021	Dec. 31, 2021
Term of restricted investments
Gross proceeds from IPO	$ 230,000,000
Common shares par or stated value per share	$ 0.0001
Payments to acquire restricted investment	$ 234,600,000	$ 234,600,000
Per share value of restricted assets	$ 10.20	$ 10.20
Term Of Restricted Investments	185 days
Overallotment option vesting period	45 days	45 days
Common Class A [Member]
Term of restricted investments
Gross proceeds from IPO		$ 230,000,000
Class of warrants or rights exercise price of warrants or rights	$ 11.50
Common shares par or stated value per share		$ 0.0001
IPO [Member]
Term of restricted investments
Shares issued during the period, Shares, New Issues	23,000,000
IPO [Member] | Common Class A [Member]
Term of restricted investments
Shares issued during the period, Shares, New Issues	23,000,000	23,000,000
Gross proceeds from IPO	$ 230,000,000
Shares Issued, Price Per Share	$ 10	$ 10
Common shares par or stated value per share	$ 0.0001
Over-Allotment Option [Member]
Term of restricted investments
Shares issued during the period, Shares, New Issues	3,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Term of restricted investments
Shares issued during the period, Shares, New Issues	3,000,000	3,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Nov. 08, 2021	Dec. 31, 2021
Class Of Warrants and Rights Issued During the Period	12,600,000
Class Of Warrants and Rights Issued, Price Per Warrant	$ 1
Ordinary Class A [Member]
Class of warrants or rights exercise price of warrants or rights	$ 11.50
Sponsor [Member]
Class Of Warrants and Rights Issued During the Period	1,200,000
Proceeds from issue of warrants	$ 12,600,000
Private Placement Warrants [Member] | Sponsor [Member]
Class Of Warrants and Rights Issued During the Period		12,600,000
Class Of Warrants and Rights Issued, Price Per Warrant		$ 1
Proceeds from issue of warrants		$ 12,600,000
Private Placement Warrants [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Class Of Warrants and Rights Issued During the Period		1,200,000
Public Warrants [Member] | Ordinary Class A [Member]
Class of warrants or rights exercise price of warrants or rights	$ 11.50	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Jul. 15, 2021	Mar. 31, 2021	Feb. 28, 2021	Feb. 23, 2021	Dec. 31, 2021	Nov. 08, 2021
Related Party Transaction [Line Items]
Common shares par or stated value per share							$ 0.0001
Opearting Expenses						$ 40,000
Founder shares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services				5,750,000
Stock Issued During Period, Value, Issued for Services				$ 25,000		$ 25,000
Common shares par or stated value per share	$ 0.004					$ 0.004
Founder shares [Member] | Director [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services			70,000
Shares Issued, Price Per Share			$ 304.35
Common shares par or stated value per share			$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights						Each director’s founder shares will vest at a rate of 1/36th of the shares issued per month, effective as of March 12, 2021, subject to the director’s continuous service to the Company as a director.
Founder shares [Member] | Officer [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services			150,000
Shares Issued, Price Per Share			$ 652.17
Common shares par or stated value per share			$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights						In March 2021 three officers of the Company purchased an aggregate 150,000 founder shares for an aggregate price of $652.17, or approximately $0.004 per share (approximating the fair value of the shares on that date). One hundred percent of these founder shares will initially be subject to forfeiture. To the extent these 150,000 founder shares held by the officers have not vested pursuant to each officer’s respective founder shares subscription agreement, these shares shall be automatically forfeited for no consideration upon the termination of the officer’s service to the Company as an officer of the Company. Each officer’s founder shares will vest at a rate of 1/36th of the shares issued per month, effective as of March 12, 2021, subject to the officer’s continuous service to the Company as an officer.
Administrative Service Fee [Member]
Related Party Transaction [Line Items]
Related Party Transaction Expenses From Transactions With Related Party						$ 20,000
Administrative Service Fee [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Due to related party	$ 20,000					20,000
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services						25,000
Proceeds from unsecured and non-interest bearing promissory note		$ 200,000			$ 100,000	300,000
Notes Payable Related Parties Classified Current	300,000					300,000
Sponsor [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Proceeds from unsecured and non-interest bearing promissory note	$ 300,000
Private Placement [Member]
Related Party Transaction [Line Items]
Warrants issue value						$ 2,000,000
Warrants issue price per warrant	$ 1					$ 1
Common Class B [Member]
Related Party Transaction [Line Items]
Common shares par or stated value per share	0.0001					0.0001
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Share Price	$ 12					$ 12
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Waiting period after which the share trading days are considered	150 days
Common Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common shares subject to forfeiture						750,000

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail) - USD ($)	Nov. 08, 2021	Dec. 31, 2021
Overallotment option vesting period	45 days	45 days
Over-Allotment Option [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Units [Member]
Overallotment option vesting period		45 days
Underwriting Agreement [Member]
Option to Purchase Additional Units		3,000,000
Underwriting Commission Per Unit	$ 0.20	$ 0.35
Underwriting Commission	$ 4,600,000	$ 8,050,000

Class A Ordinary Share Subject

Class A Ordinary Share Subject to Possible Redemption - Additional Information (Detail)	Dec. 31, 2021shares
Subject to Possible Redemption [Member]
Temporary Equity [Line Items]
Temporary Equity, Shares Outstanding	23,000,000

Class A Ordinary Share Subjec_3

Class A Ordinary Share Subject to Possible Redemption - Summary of Reconciliation of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Condensed Balance Sheet (Detail) - USD ($)	Nov. 08, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 230,000,000
Proceeds from Private Placement deposited in trust account interest		$ 12,600,000
Class A ordinary shares subject to possible redemption		234,600,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		230,000,000
Proceeds allocated to Public Warrants		(9,441,500)
Class A ordinary shares issuance cost		(12,842,557)
Accretion of carrying value to redemption value		22,284,057
Proceeds from Private Placement deposited in trust account interest		4,600,000
Subject to Possible Redemption [Member]
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption		$ 234,600,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	Dec. 31, 2021	Dec. 31, 2021	Nov. 08, 2021
Class of warrant or right outstanding	21,400,000	21,400,000
Percent of gross proceeds to equity proceeds	60.00%	60.00%
Number of days with Class A common stock issuable upon exercise of the warrants		90 days
Fair market value of warrant per share		$ 0.361
Share Issue Price One [Member]
Shares Issued, Price Per Share	$ 9.20	$ 9.20
Percent of redemption trigger price to market value and issue price	115.00%	115.00%
Share Issue Price Two [Member]
Percent of redemption trigger price to market value and issue price	180.00%	180.00%
Share redemption trigger price	$ 18	$ 18
Private Placement [Member]
Class of warrant or right outstanding	12,600,000	12,600,000
Public Warrants [Member]
Class of warrant or right outstanding	11,500,000	11,500,000
Warrants and Rights Outstanding, Term	5 years	5 years
Class of warrant or right threshold period for exercise from date of closing public offering	30 days
Public Warrants [Member] | Share Price Equal or Exceeds eighteen Rupees per dollar [Member]
Class Of Warrants Redemption Price Per Unit		$ 0.01
Number Of Days Of Notice To Be Given For Redemption Of Warrants		30 days
Number of consecutive trading days for determining the share price		30 days
Number of trading days for determining the share price		20 days
Public Warrants [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member]
Class Of Warrants Redemption Price Per Unit		$ 0.10
Number Of Days Of Notice To Be Given For Redemption Of Warrants		30 days
Common Class A [Member]
Warrant exercise price			$ 11.50
Common Class A [Member] | Public Warrants [Member]
Warrant exercise price	$ 11.50	$ 11.50	$ 11.50
Share Price	10	10
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds eighteen Rupees per dollar [Member]
Share Price	18	18
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member]
Share Price	$ 10	$ 10

Warrant Liabilities - Summary o

Warrant Liabilities - Summary of Fair Value Hierarchy of the Valuation Techniques (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Money Market Funds [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments held in Trust Account-money market fund	$ 234,603,651
Money Market Funds [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments held in Trust Account-money market fund	0
Money Market Funds [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments held in Trust Account-money market fund	0
Private Placement Warrants [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Private Placement Warrants [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	6,323,681
Private Placement Warrants [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Public Warrants [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	5,750,000
Public Warrants [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Public Warrants [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 0

Warrant Liabilities - Summary_2

Warrant Liabilities - Summary of Monte Carlo Simulation Model (Detail)	Nov. 08, 2021Pershareyr
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.30
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	6.39
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.59
Probability of completing business combination
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	85
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	13.9
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50

Warrant Liabilities - Summary_3

Warrant Liabilities - Summary of Fair Value of the Level 3 Classified Warrant Liabilities (Detail)	10 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at February 17, 2021	$ 0
Fair value at issuance November 8, 2021	19,823,900
Public warrants transfer to level 1	(5,750,000)
Private placement warrants transfer to level 2	(6,323,681)
Change in fair value	(7,750,219)
Fair Value at December 31, 2021	$ 0

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Nov. 08, 2021	Feb. 28, 2021	Dec. 31, 2021
Preferred shares authorised	1,000,000			1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001
Preferred shares issued	0			0
Preferred shares outstanding	0			0
Common shares par or stated value per share		$ 0.0001
Sponsor [Member]
Stock shares issued during the period value for services				$ 25,000
Founder shares [Member]
Common shares par or stated value per share	$ 0.004			$ 0.004
Stock shares issued during the period value for services			$ 25,000	$ 25,000
Common Stock Shares Subject To Forfeiture	750,000	0
Common Class A [Member]
Temporary Equity, Shares Outstanding	23,000,000			23,000,000
Common shares authorised	100,000,000			100,000,000
Common shares par or stated value per share	$ 0.0001			$ 0.0001
Common shares issued	0			0
Common shares outstanding	0			0
Common Class B [Member]
Common shares authorised	10,000,000			10,000,000
Common shares par or stated value per share	$ 0.0001			$ 0.0001
Common shares issued	5,750,000			5,750,000
Common shares outstanding	5,750,000			5,750,000
Common Class B [Member] | Sponsor [Member]
Share Price	$ 12			$ 12
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Waiting period after which the share trading days are considered	150 days

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	1 Months Ended	10 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Change in valuation allowance	$ 202,443	$ (112,112)

Income Tax - Summary of Net Def

Income Tax - Summary of Net Deferred Tax Assets (Detail)	Dec. 31, 2021USD ($)
Deferred Tax Assets, Gross [Abstract]
Organizational costs/Startup expenses	$ 76,276
Capitalized costs related to merger	0
Federal net operating loss	35,836
Total deferred tax asset	112,112
Valuation allowance	(112,112)
Deferred tax asset, net of allowance	$ 0

Income Tax - Summary of Income

Income Tax - Summary of Income Tax Provision (Detail) - USD ($)	1 Months Ended	10 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Current		$ 0
Deferred		112,112
Current		0
Deferred		0
Change in valuation allowance	$ 202,443	(112,112)
Income tax provision		$ 0

Income Tax - Summary of Reconci

Income Tax - Summary of Reconciliation of the Federal Income Tax Rate (Detail)	10 Months Ended
	Dec. 31, 2021
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of warrant liability	(24.53%)
Warrant transaction costs	1.84%
Change in valuation allowance	1.69%
Income tax provision	0.00%