Pyrophyte Acquisition (PHYTF) 10-Q 19 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 19, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40957
Entity Registrant Name	PYROPHYTE ACQUISITION CORP.
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	3262 Westheimer Road
Entity Address, Address Line Two	Suite 706
Entity Address, City or Town	Houston
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	345
Local Phone Number	769-4900
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001848756
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	PHYT.U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	PHYT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		20,125,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	PHYT WS
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,031,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 731,560	$ 966,695
Prepaid expenses	436,550	364,606
Other current assets	25,000	25,000
Total current assets	1,193,110	1,356,301
Investments and cash held in Trust Account	206,375,655	206,299,296
Non-current prepaid expenses	202,771	290,089
Total Assets	207,771,536	207,945,686
Current liabilities:
Accrued expenses	316,320	130,023
Accounts Payable	185,331
Total current liabilities	501,651	130,023
Deferred underwriting fees payable	8,443,750	8,443,750
Derivative warrant liabilities	9,130,522	11,506,893
Total liabilities	18,075,923	20,080,666
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.25 per share	206,281,250	206,281,250
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	0	0
Accumulated deficit	(16,586,140)	(18,416,733)
Total shareholders' equity	(16,585,637)	(18,416,230)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	207,771,536	207,945,686
Class B Common Stock
Shareholders' Equity
Common stock	$ 503	$ 503

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Temporary equity, shares outstanding	20,125,000	20,125,000
Purchase price, per unit	$ 10.25	$ 10.25
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued (in shares)	5,031,250	5,031,250
Common shares, shares outstanding (in shares)	5,031,250	5,031,250

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Formation costs	$ 6,827
Loss from operations	(6,827)	$ (622,137)
Change in fair value of derivative warrant liabilities	0	2,376,371
Gain on investments held in Trust Account	0	76,359
Net income	(6,827)	$ 1,830,593
Weighted average shares outstanding, diluted		20,125,000
Class A Common Stock Subject to Redemption
General and administrative expenses		$ 622,137
Net income	$ (6,827)	$ 1,830,593
Weighted average shares outstanding, basic		20,125,000
Weighted average shares outstanding, diluted	0	20,125,000
Basic net loss per common share	$ 0	$ 0.07
Diluted net loss per common share	$ 0	$ 0.07
Class B Common Stock
Weighted average shares outstanding, basic	4,375,000	5,031,250
Weighted average shares outstanding, diluted	4,375,000	5,031,250
Basic net loss per common share	$ 0	$ 0.07
Diluted net loss per common share	$ 0	$ 0.07

STATEMENT OF ORDINARY SHARES SU

STATEMENT OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Class A Common StockCommon Stock	Class A Common Stock	Class A Common Stock Subject to RedemptionCommon Stock	Class A Common Stock Subject to Redemption	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 11, 2021			$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 11, 2021			0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares to Sponsor					$ 503	24,497		25,000
Issuance of ordinary shares to Sponsor (in shares)					5,031,250
Net income (loss)				$ (6,827)			(6,827)	(6,827)
Balance at the end at Mar. 31, 2021					$ 503	24,497	(6,827)	18,173
Balance at the end (in shares) at Mar. 31, 2021					5,031,250
Balance at the beginning at Dec. 31, 2021	$ 206,281,250				$ 503	0	(18,416,733)	(18,416,230)
Balance at the beginning (in shares) at Dec. 31, 2021	20,125,000				5,031,250
Temporary Equity, beginning balance (in shares) at Dec. 31, 2021		20,125,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				$ 1,830,593		0	1,830,593	1,830,593
Balance at the end at Mar. 31, 2022	$ 206,281,250				$ 503	$ 0	$ (16,586,140)	$ (16,585,637)
Balance at the end (in shares) at Mar. 31, 2022	20,125,000				5,031,250
Temporary Equity, ending balance (in shares) at Mar. 31, 2022		20,125,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (6,827)	$ 1,830,593
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on investments held in Trust Account	0	(76,359)
Change in fair value of derivative warrant liabilities	0	(2,376,371)
Changes in operating assets and liabilities:
Prepaid and other assets	0	15,374
Accounts payable	6,827	185,331
Accrued expenses	0	189,937
Net cash used in operating activities	0	(231,495)
Cash Flows from Financing Activities:
Offering costs paid	0	(3,640)
Net cash provided by financing activities	0	(3,640)
Net increase in cash	0	(235,135)
Cash - beginning of period	0	966,695
Cash - end of period	0	$ 731,560
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued offering costs and expenses	20,150
Deferred offering costs and formation expenses paid through promissory note - related party	25,000
Deferred offering costs paid through promissory note - related party	$ 5,000

Description of Organization and

Description of Organization and Business Operations, Going Concern Considerations	3 Months Ended
	Mar. 31, 2022
Description of Organization and Business Operations, Going Concern Considerations
Description of Organization and Business Operations, Going Concern Considerations	Note 1- Description of Organization and Business Operations, Going Concern Considerations Organization and General Pyrophyte Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021 (inception). 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2022, the Company had not yet commenced operations. Activities from February 12, 2021 (inception) to March 31, 2022 includes company formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and post-IPO activities which includes finding potential target for a 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 in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability corporation (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000, and incurring $181,216 in other offering costs, $2,625,000 in upfront underwriting fees and $8,443,750 in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,156,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250 (Note 4). The Trust Account Following the closing of the IPO on October 29, 2021, and the underwriters’ simultaneous exercise of the over-allotment option in full, $206,281,250 ($10.25 per Unit) from the net proceeds from the sale of the Units in the IPO and a portion of the net proceeds from the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”). The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, included in the Units (the “Public Shares”) being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 18 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 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 and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no pre-emptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Consideration and Liquidity As of March 31, 2022, the Company had $731,560 in cash and no cash equivalents. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company is also within the next twelve months if an initial Business Combination is not consummated. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with 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 liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date of filing. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. ​ Risk and Uncertainties ​ On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Basis of Presentation ​ The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022, the Company had cash of $731,560. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Cash Held in the Trust Account As of December 31, 2021 the assets held in the Trust Account were held in money market funds and cash. Net Income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares on the assumption that the consummation of the Initial Business Combination is the most likely outcome. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to shares of Class A ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class B ordinary shares outstanding for the period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ From February ​ ​ ​ ​ ​ 12, 2021 ​ ​ For The Three ​ (inception) ​ ​ Months Ended ​ Through ​ ​ March 31, ​ March 31, ​ ​ 2022 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares ​ $ 1,464,474 ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 20,125,000 ​ — Basic and diluted net income per share, Class A subject to possible redemption ​ $ 0.07 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Ordinary Shares ​ ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares ​ ​ ​ Net income (loss) allocable to non-redeemable Class B Ordinary Shares ​ $ 366,119 ​ $ (6,827) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares ​ 5,031,250 ​ 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares ​ $ 0.07 ​ $ (0.00) ​ Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of March 31, 2022 and December 31, 2021 is as follows: ​ ​ ​ ​ ​ Gross proceeds ​ $ 201,250,000 Less: ​ Class A ordinary shares issuance costs ​ (11,249,966) Fair value of Public Warrants at issuance ​ (7,345,625) ​ ​ ​ ​ Plus: ​ Accretion of carrying value to redemption value ​ 23,626,841 Class A ordinary shares subject to possible redemption ​ $ 206,281,250 ​ Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● defined observable inputs such quoted prices for identical instruments active markets; ● defined as inputs other than active markets that either directly indirectly observable such quoted prices similar instruments active markets quoted prices for identical similar instruments markets that not active; ● defined unobservable inputs which little market exists, therefore requiring entity develop its own assumptions, such valuations derived from valuation techniques which more significant significant value drivers unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of March 31, 2022 and December 31, 2021, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured through at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Some of the assumptions and inputs used in such model are unobservable and as such, the fair values are deemed a Level 3 measurement. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company's ordinary shares were charged to temporary equity. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of Public and Private Warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model. Income Taxes The Company accounts for income taxes under 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 be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per share.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions
Related Party Transactions	Note 4 – Related Party Transactions Class B Founder Shares On February 24, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On September 29, 2021, the Sponsor effected a surrender of 718,750 Class B ordinary shares to the Company for no consideration, resulting in an aggregate of 5,031,250 of Class B ordinary shares outstanding. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. At the close of the Initial Public Offering, the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October 29, 2021. Prior to the initial investment in the Company of $25,000 by the Sponsor, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Founder Shares Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,156,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250. Each warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. Upon the consummation of the Initial Public Offering, all outstanding balance under the note was paid in full. As of March 31, 2022 and December 31, 2021, the Company can no longer draw on this Note. Working Capital Loans In order to finance transaction costs in connection with an initial 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 an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-initial business combination entity at a price of $1.00 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the Initial Public Offering, the Company has paid the Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to the members of the Company’s management team, of which Mr. Major, the Chief Financial Officer and Executive Vice President of Business Development is paid $10,000 per month. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments & Contingencies
Commitments & Contingencies	Note 5 – Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any (and any Class A ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock- up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. For the three months ended March 31, 2022, the Company reimbursed expenses to management in the amount of $48,634, these expenses are related to acquisition activity. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter fully exercised the option on October 29, 2021. The underwriter was entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, or $3,018,750 in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Investment Advisory Agreement On November 5, 2021, the Company entered into an investment advisory agreement with Clean Energy Associates, LLC (“Clean Energy”, pursuant to which Clean Energy will serve as an investment advisor in connection with the Company’s initial Business Combination. If the Company enters into a letter of intent with a potential target that has been introduced to it by Clean Energy, it shall pay Clean Energy a cash success fee of $40,000. Clean Energy shall also be paid a retainer of up to $40,000. As of December 31, 2021 and March 31, 2022, none of the fees were incurred and accrued. Financial Advisory Agreement On March 28, 2022 the Company engaged UBS Securities LLC (“UBS”), the underwriter in the Initial Public Offering, as a financial advisor and capital markets advisor in connection with a specified de-SPAC transaction. The Company will pay UBS a cash fee for such services upon the consummation of such transaction in an amount equal to $3,000,000. As of March 31, 2022, no fees were incurred and accrued. ​ On November 8, 2022 the Company engaged Atrium Partners A/S (“Atrium”), as a financial advisor in relation to the potential acquisition of one or more companies in a specific industry. The Company will pay Atrium a cash fee for such services upon the consummation of such transaction in an amount equal to 1% of the enterprise value of the target company at the time of closing. This agreement was terminated in February 2022.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
	Mar. 31, 2022
Derivative Warrant Liabilites
Derivative Warrant Liabilities	Note 6 – Derivative Warrant Liabilities The Company accounted for the 20,218,750 Warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,156,250 of Private Placement Warrants) in accordance with the guidance contained in ASC 815- 40 Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five redemptions) and (z) the volume weighted average trading price of Class A ordinary share 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, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary share issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary share and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary share equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary share is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $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 set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and; ● if, and only if, the closing price of Class A ordinary share equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30 -trading day period ending three trading days before we send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders 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 “Description of Securities — Warrants — Public Warrants — Redemption Procedures — 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
	Mar. 31, 2022
Shareholders' Deficit
Shareholders' Deficit	Note 7 – Shareholders’ Deficit Preference shares - The Company is authorized to issue 1,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no shares of preference shares issued or outstanding Class A ordinary shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2022 and December 31, 2021, there were 20,125,000 outstanding Class B ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 29, 2021, the Sponsor surrendered 718,750 Founder Shares to us for cancelation for no consideration, resulting an aggregate of 5,031,250 Founder Shares outstanding. As of March 31, 2022 and December 31, 2021, 5,031,250 Class B ordinary shares were issued and outstanding Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial business combination. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti- dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus all Class A ordinary shares and equity- linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity- linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law and subject to the amended and restated memorandum and articles of association.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	Note 8 – Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments and cash held in Trust Account ​ $ 206,375,655 ​ $ — ​ $ — ​ $ 206,375,655 Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 4,527,119 ​ $ — ​ $ — ​ $ 4,527,119 Private Placements Warrants ​ — ​ ​ — ​ ​ 4,603,403 ​ 4,603,403 Total Liabilities ​ $ 4,527,119 ​ $ — ​ $ 4,603,403 ​ $ 9,130,522 ​ ​ The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments and cash held in Trust Account ​ $ 206,299,296 ​ $ — ​ $ — ​ $ 206,299,296 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 5,693,362 ​ $ — ​ $ — ​ $ 5,693,362 Private Placements Warrants ​ — ​ ​ — ​ ​ 5,813,531 ​ 5,813,531 Total Liabilities ​ $ 5,693,362 ​ $ — ​ $ 5,813,531 ​ $ 11,506,893 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. For the three months ended March 31, 2022, there were no transfers out of level 3. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The Company recognized a charge to the statements of operations resulting from a decrease in the fair value of warrant liabilities of $2,376,371 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations, see table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private ​ ​ ​ Warrant ​ Warrant ​ Total Fair value at January 1, 2022 ​ $ 5,693,362 ​ $ 5,813,531 ​ $ 11,506,893 Loss in fair value ​ 1,166,243 ​ 1,210,128 ​ 2,376,371 Fair value as of March 31, 2022 ​ $ 4,527,119 ​ $ 4,603,403 ​ $ 9,130,522 ​ The following table provides quantitative information regarding Level 3 fair value measurements inputs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Volatility ​ 6.2 % 10.3 % Underlying stock price ​ $ 9.94 ​ 9.87 ​ Expected time until merger (years) ​ 5.77 ​ 5.92 ​ Risk-free rate ​ 2.41 % 1.35 % Dividend yield ​ 0.0 % 0.0 % ​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Basis of Presentation	Basis of Presentation ​ The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2022, the Company had cash of $731,560. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Cash Held in the Trust Account	Cash Held in the Trust Account As of December 31, 2021 the assets held in the Trust Account were held in money market funds and cash.
Net Income (loss) Per Ordinary Share	Net Income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares on the assumption that the consummation of the Initial Business Combination is the most likely outcome. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to shares of Class A ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B ordinary shares for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, by the weighted average number of Class B ordinary shares outstanding for the period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ From February ​ ​ ​ ​ ​ 12, 2021 ​ ​ For The Three ​ (inception) ​ ​ Months Ended ​ Through ​ ​ March 31, ​ March 31, ​ ​ 2022 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares ​ $ 1,464,474 ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 20,125,000 ​ — Basic and diluted net income per share, Class A subject to possible redemption ​ $ 0.07 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Ordinary Shares ​ ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares ​ ​ ​ Net income (loss) allocable to non-redeemable Class B Ordinary Shares ​ $ 366,119 ​ $ (6,827) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares ​ 5,031,250 ​ 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares ​ $ 0.07 ​ $ (0.00)
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of March 31, 2022 and December 31, 2021 is as follows: ​ ​ ​ ​ ​ Gross proceeds ​ $ 201,250,000 Less: ​ Class A ordinary shares issuance costs ​ (11,249,966) Fair value of Public Warrants at issuance ​ (7,345,625) ​ ​ ​ ​ Plus: ​ Accretion of carrying value to redemption value ​ 23,626,841 Class A ordinary shares subject to possible redemption ​ $ 206,281,250 ​
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● defined observable inputs such quoted prices for identical instruments active markets; ● defined as inputs other than active markets that either directly indirectly observable such quoted prices similar instruments active markets quoted prices for identical similar instruments markets that not active; ● defined unobservable inputs which little market exists, therefore requiring entity develop its own assumptions, such valuations derived from valuation techniques which more significant significant value drivers unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of March 31, 2022 and December 31, 2021, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured through at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Some of the assumptions and inputs used in such model are unobservable and as such, the fair values are deemed a Level 3 measurement.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company's ordinary shares were charged to temporary equity.
Derivative warrant liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of Public and Private Warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model.
Income Taxes	Income Taxes The Company accounts for income taxes under 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 be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 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 is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Summary of Significant Accounting Policies
Reconciliation of Class A ordinary shares subject to possible redemption	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ From February ​ ​ ​ ​ ​ 12, 2021 ​ ​ For The Three ​ (inception) ​ ​ Months Ended ​ Through ​ ​ March 31, ​ March 31, ​ ​ 2022 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class A Ordinary Shares ​ $ 1,464,474 ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding, Redeemable Class A ​ 20,125,000 ​ — Basic and diluted net income per share, Class A subject to possible redemption ​ $ 0.07 ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Class B Ordinary Shares ​ ​ ​ Numerator: Net Income (loss) allocable to Redeemable Class B Ordinary Shares ​ ​ ​ Net income (loss) allocable to non-redeemable Class B Ordinary Shares ​ $ 366,119 ​ $ (6,827) ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares ​ 5,031,250 ​ 4,375,000 Basic and diluted net income (loss) per share, Class B non-Redeemable ordinary shares ​ $ 0.07 ​ $ (0.00)
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ Gross proceeds ​ $ 201,250,000 Less: ​ Class A ordinary shares issuance costs ​ (11,249,966) Fair value of Public Warrants at issuance ​ (7,345,625) ​ ​ ​ ​ Plus: ​ Accretion of carrying value to redemption value ​ 23,626,841 Class A ordinary shares subject to possible redemption ​ $ 206,281,250

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments and cash held in Trust Account ​ $ 206,375,655 ​ $ — ​ $ — ​ $ 206,375,655 Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 4,527,119 ​ $ — ​ $ — ​ $ 4,527,119 Private Placements Warrants ​ — ​ ​ — ​ ​ 4,603,403 ​ 4,603,403 Total Liabilities ​ $ 4,527,119 ​ $ — ​ $ 4,603,403 ​ $ 9,130,522
Schedule of change in the fair value of the warrant liabilities	The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments and cash held in Trust Account ​ $ 206,299,296 ​ $ — ​ $ — ​ $ 206,299,296 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 5,693,362 ​ $ — ​ $ — ​ $ 5,693,362 Private Placements Warrants ​ — ​ ​ — ​ ​ 5,813,531 ​ 5,813,531 Total Liabilities ​ $ 5,693,362 ​ $ — ​ $ 5,813,531 ​ $ 11,506,893 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Private ​ ​ ​ Warrant ​ Warrant ​ Total Fair value at January 1, 2022 ​ $ 5,693,362 ​ $ 5,813,531 ​ $ 11,506,893 Loss in fair value ​ 1,166,243 ​ 1,210,128 ​ 2,376,371 Fair value as of March 31, 2022 ​ $ 4,527,119 ​ $ 4,603,403 ​ $ 9,130,522
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 Volatility ​ 6.2 % 10.3 % Underlying stock price ​ $ 9.94 ​ 9.87 ​ Expected time until merger (years) ​ 5.77 ​ 5.92 ​ Risk-free rate ​ 2.41 % 1.35 % Dividend yield ​ 0.0 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations, Going Concern Considerations (Details) - USD ($)	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		2,625,000
Number of shares in a unit	1
Proceeds from issuance initial public offering	$ 201,250,000	$ (11,249,966)	$ (11,249,966)
Other offering costs	181,216
Underwriting fees	2,625,000
Deferred underwriting fees payable	$ 8,443,750	$ 8,443,750	8,443,750
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (in Months)		18 months
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)		2 days
Cash balance		$ 731,560	$ 966,695
Cash equivalents		$ 0
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	20,125,000
Purchase price, per unit	$ 10
Common shares, par value (in dollars per share)		$ 0.0001
Deferred underwriting fees payable		$ 3,018,750
Warrants issued (in shares)	20,218,750
Maximum net interest to pay dissolution expenses	$ 100,000
IPO | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants issued (in shares)	10,062,500
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants issued (in shares)	10,156,250
Price of warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 10,156,250
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	2,625,000
Purchase price, per unit	$ 10.25
Proceeds from issuance initial public offering	$ 206,281,250

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash equivalents		$ 0
Cash		731,560	$ 966,695
Other offering costs	$ 181,216
Cash, FDIC Insured Amount		$ 250,000
IPO
Warrants issued (in shares)	20,218,750
Private Placement | Sponsor
Warrants issued (in shares)	10,156,250
Public warrants | Sponsor
Warrants issued (in shares)	10,062,500
Public warrants | IPO
Warrants issued (in shares)	10,062,500
Private placement warrants | Sponsor
Warrants issued (in shares)	10,156,250
Private placement warrants | Private Placement
Warrants issued (in shares)	10,156,250

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	Sep. 29, 2021	Mar. 31, 2021	Mar. 31, 2022
Weighted average shares outstanding, diluted			20,125,000
Class A Common Stock Subject to Redemption
Net income allocable			$ 1,464,474
Weighted average shares outstanding, basic			20,125,000
Weighted average shares outstanding, diluted		0	20,125,000
Basic net loss per common share		$ 0	$ 0.07
Diluted net loss per common share		$ 0	$ 0.07
Class B Common Stock
Weighted average shares outstanding, basic	5,031,250	4,375,000	5,031,250
Weighted average shares outstanding, diluted		4,375,000	5,031,250
Basic net loss per common share		$ 0	$ 0.07
Diluted net loss per common share		$ 0	$ 0.07
Non-Redeemable Class B Ordinary Shares
Net income allocable		$ (6,827)	$ 366,119
Weighted average shares outstanding, basic		4,375,000	5,031,250
Weighted average shares outstanding, diluted		4,375,000	5,031,250
Basic net loss per common share		$ 0	$ 0.07
Diluted net loss per common share		$ 0	$ 0.07

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of Class A ordinary shares subject to possible redemption (Details) - USD ($)	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Gross proceeds		$ 201,250,000	$ 201,250,000
Proceeds from issuance initial public offering	$ 201,250,000	(11,249,966)	(11,249,966)
Fair value of Public Warrants at issuance		(7,345,625)	(7,345,625)
Accretion of carrying value to redemption value		23,626,841	23,626,841
Class A ordinary shares subject to possible redemption		$ 206,281,250	$ 206,281,250

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		2,625,000
Number of shares in a unit	1
Number of warrants in a unit	1
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 10.25	$ 10.25
Exercise price of warrants		$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)	20,125,000
Purchase price, per unit	$ 10
IPO | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 29, 2021	Sep. 29, 2021	Feb. 24, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Aggregate purchase price				$ 25,000
Class A Common Stock
Related Party Transaction [Line Items]
Purchase price, per unit					$ 10.25	$ 10.25
Common shares, par value, (per share)					$ 0.0001	$ 0.0001
Temporary equity, shares outstanding					20,125,000	20,125,000
Exercise price of warrants					$ 11.50
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share)					$ 0.0001	$ 0.0001
Common shares outstanding		5,031,250		4,375,000	5,031,250
IPO
Related Party Transaction [Line Items]
Purchase price, per unit	$ 10
Common shares, par value, (per share)					$ 0.0001
Warrants issued (in shares)	20,218,750
IPO | Class A Common Stock
Related Party Transaction [Line Items]
Exercise price of warrants	$ 11.50
Private Placement Warrants | IPO
Related Party Transaction [Line Items]
Exercise price of warrants					$ 11.50
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares surrendered		718,750
consideration of shares surrendered		$ 0
Sponsor | Private Placement Warrants
Related Party Transaction [Line Items]
Warrants issued (in shares)	10,156,250
Price of warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 10,156,250
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Purchase price, per unit			$ 0.004
Number of shares surrendered		718,750
consideration of shares surrendered		$ 0
Shares subject to forfeiture			750,000
Proceeds from issuance of ordinary shares to Sponsor			$ 25,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued			5,750,000
Common shares, par value, (per share)			$ 0.0001

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Feb. 24, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 0
Working capital loans warrant
Related Party Transaction [Line Items]
Borrowings under the Working Capital Loans	0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant	$ 1
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 15,000
Expenses incurred and paid	$ 10,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	Nov. 08, 2022	Mar. 28, 2022	Nov. 05, 2021	Oct. 29, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Period granted for registration of securities					45 days
Reimbursed amount to management					$ 48,634
Sale of Units, net of underwriting discounts (in shares)					2,625,000
Deferred underwriting fees payable				$ 8,443,750	$ 8,443,750	$ 8,443,750
Percentage of Deferred Fee					1.50%
Percentage of additional fee paid					4.00%
Clean Energy Associates, LLC
Subsidiary, Sale of Stock [Line Items]
Payment of cash success fee			$ 40,000
Maximum payment of retainer amount			40,000
Expenses incurred and paid			$ 0
UBS Securities LLC
Subsidiary, Sale of Stock [Line Items]
Payment of cash success fee		$ 3,000,000
Expenses incurred and paid		$ 0
Atrium
Subsidiary, Sale of Stock [Line Items]
Percent of enterprise value to be paid as cash fee	1.00%
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)				2,625,000
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)				20,125,000
Deferred underwriting fees payable					$ 3,018,750

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Oct. 29, 2021
Public Warrants exercisable term after the completion of a business combination	5 years
Threshold trading days determining volume weighted average price	20 days
Warrants exercisable term from the completion of business combination	30 days
Threshold period for filling registration statement after business combination	60 days
Threshold period for filling registration statement within number of days of business combination	20 days
Warrants exercisable for cash	0
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Maximum
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Adjustment of exercise price of warrants based on market value (as a percent)	180.00%
Minimum
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Adjustment of exercise price of warrants based on market value (as a percent)	100.00%
Class A Common Stock
Exercise price of warrants	$ 11.50
Threshold issue price per share	$ 9.20
Redemption Period	30 days
Class A Common Stock | Maximum
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Percentage of adjustment of redemption price of stock based on market value.	65.00%
Class A Common Stock | Minimum
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Percentage of adjustment of redemption price of stock based on market value.	50.00%
Class A Common Stock | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants	30 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	30 days
Class A Common Stock | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member]
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold Trading Days Before Sending Notice Of Redemption Of Warrants	30 days
IPO
Warrants issued (in shares)		20,218,750
IPO | Public Warrants
Warrants issued (in shares)		10,062,500
IPO | Private Placement Warrants
Exercise price of warrants	$ 11.50
IPO | Class A Common Stock
Exercise price of warrants		$ 11.50
Public Warrants | Public Warrants
Fractional Warrants Issued (in shares)	0
Private Placement | Private Placement Warrants
Warrants issued (in shares)		10,156,250

Shareholders' Deficit - Prefere

Shareholders' Deficit - Preference Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shareholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit - Common

Shareholders' Deficit - Common Stock Shares (Details) - USD ($)	Sep. 29, 2021	Mar. 31, 2022	Dec. 31, 2021	Feb. 24, 2021
Class of Stock [Line Items]
Aggregated shares issued upon converted basis (in percent)		20.00%
Founder Shares | Sponsor
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)	5,031,250
Number of shares surrendered	718,750
consideration of shares surrendered	$ 0
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		200,000,000	200,000,000
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)		0	0
Common shares, shares outstanding (in shares)		0	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		20,000,000	20,000,000
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)		5,031,250	5,031,250
Common shares, shares outstanding (in shares)		5,031,250	5,031,250
Class B Common Stock | Sponsor
Class of Stock [Line Items]
Number of shares surrendered	718,750
consideration of shares surrendered	$ 0
Class B Common Stock | Founder Shares | Sponsor
Class of Stock [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Company's liabilities that are measured at fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 206,375,655	$ 206,299,296
Liabilities:
Total liabilities	9,130,522	11,506,893
Recurring
Assets:
Marketable securities held in trust account Warrants	206,375,655	206,299,296
Liabilities:
Total liabilities	9,130,522	11,506,893
Recurring | Public warrants
Liabilities:
Total liabilities	4,527,119	5,693,362
Recurring | Private placement warrants
Liabilities:
Total liabilities	4,603,403	5,813,531
Level 1 | Recurring
Assets:
Marketable securities held in trust account Warrants	206,375,655	206,299,296
Liabilities:
Total liabilities	4,527,119	5,693,362
Level 1 | Recurring | Public warrants
Liabilities:
Total liabilities	4,527,119	5,693,362
Level 3 | Recurring
Liabilities:
Total liabilities	4,603,403	5,813,531
Level 3 | Recurring | Private placement warrants
Liabilities:
Total liabilities	$ 4,603,403	$ 5,813,531

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of change in the fair value of the warrant liabilities (Details) - Recurring	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities at beginning of period	$ 11,506,893
Change in fair value of derivative warrant liabilities	2,376,371
Derivative warrant liabilities at end of period	9,130,522
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities at beginning of period	5,693,362
Change in fair value of derivative warrant liabilities	1,166,243
Derivative warrant liabilities at end of period	4,527,119
Private placement warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities at beginning of period	5,813,531
Change in fair value of derivative warrant liabilities	1,210,128
Derivative warrant liabilities at end of period	$ 4,603,403

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants (Details) - Level 3	Mar. 31, 2022$ / sharesUSD ($)	Dec. 31, 2021$ / sharesUSD ($)
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	6.2	10.3
Underlying stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input | $ / shares	9.94	9.87
Expected time until merger (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input | $	5.77	5.92
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	2.41	1.35
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
Fair value of warrants	$ 0	$ 2,376,371