Cover Page
Cover Page - shares | 8 Months Ended | |
Sep. 30, 2021 | Oct. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Global Technology Acquisition Corp. I | |
Entity Central Index Key | 0001848821 | |
Entity File Number | 001-40948 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 66-0969672 | |
Entity Address, Address Line One | 19 W 24th St | |
Entity Address, Address Line Two | 10th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | 323 | |
Local Phone Number | 577-9874 | |
Entity Current Reporting Status | No | |
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 | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | GTAC | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share and one-half of one redeemable warrant | |
Trading Symbol | GTACU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | GTACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Feb. 10, 2021 | |
Current assets: | |||
Cash | $ 839,000 | $ 0 | |
Total current assets | 839,000 | 0 | |
Deferred offering costs | 493,000 | 20,000 | |
Total assets | 1,332,000 | 20,000 | |
Current liabilities | |||
Due to investors | 836,000 | ||
Accounts payable, including approximately $70,000 of offering costs | 87,000 | 0 | |
Accrued offering costs | 275,000 | 0 | |
Sponsor loan | 200,000 | 0 | |
Total liabilities | 1,398,000 | 0 | |
Commitments and Contingencies (see Note 7) | |||
SHAREHOLDER'S EQUITY (DEFICIT) | |||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 | |
Additional paid-in-capital | 24,000 | 24,000 | |
Accumulated deficit | (91,000) | (5,000) | |
Total shareholder's equity (deficit) | (66,000) | 20,000 | |
Total liabilities and shareholder's equity (deficit) | 1,332,000 | 20,000 | |
Common Class A [Member] | |||
SHAREHOLDER'S EQUITY (DEFICIT) | |||
Common Stock, Value | 0 | 0 | |
Common Class B [Member] | |||
SHAREHOLDER'S EQUITY (DEFICIT) | |||
Common Stock, Value | [1],[2] | $ 1,000 | $ 1,000 |
[1] | Includes an aggregate of 656,250 Class B ordinary shares held by the Sponsor that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. | ||
[2] | Share amounts have been retroactively restated to reflect the surrender of 2,156,250 Class B ordinary shares by our Sponsor on June 30, 2021 which reduced Class B ordinary shares outstanding (see Note 4) and the share recapitalization on October 21, 2021 which increased Class B ordinary shares outstanding to 5,031,250 shares. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | Sep. 30, 2021USD ($)$ / sharesshares |
Offering costs payable | $ | $ 70,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares authorized | 220,000,000 |
Sponsor [Member] | |
Common stock, shares outstanding | 656,250 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B (Member) | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,031,250 |
Common stock, shares outstanding | 5,031,250 |
Common stock, Shares, Subject to forfeiture | 656,250 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
General and administrative expenses | $ 37,000 | $ 91,000 | |
Net loss | $ (37,000) | $ (91,000) | |
Weighted average ordinary shares outstanding | |||
Basic and diluted | [1],[2] | 4,375,000 | 4,375,000 |
Net loss per ordinary share: | |||
Basic and diluted | $ (0.01) | $ (0.02) | |
[1] | Excludes an aggregate of 656,250 Class B ordinary shares held by the Sponsor that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. | ||
[2] | Share amounts have been retroactively restated to reflect the surrender of 2,156,250 Class B ordinary shares by our Sponsor on June 30, 2021 which reduced Class B ordinary shares outstanding (see Note 4) and the share recapitalization on October 21, 2021 which increased Class B ordinary shares outstanding to 5,031,250 shares. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021shares | Sep. 30, 2021shares | |
Sponsor [Member] | ||
Common stock, shares outstanding | 656,250 | 656,250 |
Common Class B Member | ||
Weighted average number of shares, common stock subject to forfeiture | 656,250 | 656,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholder's (Deficit) - USD ($) | Total | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | ||
Beginning balance at Feb. 08, 2021 | $ 0 | $ 0 | [1],[2] | $ 0 | $ 0 | |
Beginning balance, Shares at Feb. 08, 2021 | [1],[2] | 0 | ||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share(1)(2) | 25,000 | $ 1,000 | [1],[2] | 24,000 | ||
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share(1)(2), Shares | [1],[2] | 5,031,250 | ||||
Net loss | (91,000) | (91,000) | ||||
Ending balance at Sep. 30, 2021 | (66,000) | $ 1,000 | [1],[2] | 24,000 | (91,000) | |
Ending balance, Shares at Sep. 30, 2021 | 5,031,250 | |||||
Beginning balance at Jun. 30, 2021 | (29,000) | $ 1,000 | [1],[2] | 24,000 | (54,000) | |
Beginning balance, Shares at Jun. 30, 2021 | [1],[2] | 5,031,250 | ||||
Net loss | (37,000) | (37,000) | ||||
Ending balance at Sep. 30, 2021 | $ (66,000) | $ 1,000 | [1],[2] | $ 24,000 | $ (91,000) | |
Ending balance, Shares at Sep. 30, 2021 | 5,031,250 | |||||
[1] | Includes an aggregate of 656,250 Class B ordinary shares held by the Sponsor that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full. | |||||
[2] | Share amounts have been retroactively restated to reflect the surrender of 2,156,250 Class B ordinary shares by out Sponsor on June 30, 2021 which reduced Class B ordinary shares outstanding (see Note 4) and the share recapitalization on October 21, 2021 which increased Class B ordinary shares outstanding to 5,031,250 shares |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholder's (Deficit) (Parenthetical) - $ / shares | Jun. 30, 2021 | Sep. 30, 2021 | Feb. 10, 2021 |
Sponsor [Member] | |||
Common stock, shares outstanding | 656,250 | ||
Common Class B [Member] | |||
Common stock, Shares, Subject to forfeiture | 562,500 | 656,250 | 656,250 |
Common stock, shares outstanding | 4,312,500 | 5,031,250 | 5,031,250 |
Common Class B [Member] | Sponsor [Member] | |||
Common stock, Shares, Subject to forfeiture | 843,750 | ||
Stock surrendered during period shares | 2,156,250 | ||
Sale of stock price per share | $ 0.005 | $ 0.004 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (91,000) |
Adjustments to reconcile net loss to net cash used in operations: | |
Increase in accounts payable and accruals | 17,000 |
Payment by Founders of formation costs | 5,000 |
Net cash used in operating activities | (69,000) |
Cash from financing activities: | |
Proceeds from Sponsor Note | 200,000 |
Proceeds from advances from Investors | 836,000 |
Payment of deferred offering costs | (128,000) |
Net cash provided from financing activities | 908,000 |
Net change in cash | 839,000 |
Cash at beginning of period | 0 |
Cash at end of period | 839,000 |
Supplemental disclosure of non-cash financing activities: | |
Sale of 6,468,750 of Class B ordinary shares to Founders and deposited with counsel for formation and deferred offering costs | 25,000 |
Payment by Founders of deferred offering costs | 20,000 |
Deferred offering costs included in accounts payable and accrued liabilities | $ 345,000 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) - shares | Feb. 10, 2021 | Sep. 30, 2021 |
Sponsor [Member] | Common Class B [Member] | ||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | 6,468,750 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 8 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Liquidity | Note 1—Description of Organization, Business Operations and Liquidity Organization and General: Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At September 30, 2021, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to September 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating The Company has selected December 31 as its fiscal year end. Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor Ltd., an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement subsequent to September 30, 2021, on October 25, 2021, $204,000,000 is held in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s amended and restated memorandum and articles of associating provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering (or up to 24 months from the date of closing of the Public Offering in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association)) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the 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 Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a shareholder vote or there is a tender offer for shares in connection with a 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 Board upon ) The Company will have 18 months from the closing date of the Public Offering, April 25, 2023, (or up to 24 months as previously described) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. Risks and Uncertainties—COVID-19: Management continues to evaluate the impact of the COVID-19 Liquidity and Capital Resources: Management believes that the funds which the Company has available following the completion of the Initial Public Offering subsequent to September 30, 2021 on October 25, 2021, will enable it to sustain operations for a period of at least one-year l . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated October 20, 2021 as well as the Form 8-K including the Closing Balance Sheet as of October 25, 2021 filed on October 29, 2021. All dollar amounts are rounded to the nearest thousand dollars. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC At September 30, 2021 and February 10, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of three months or less when acquired to be cash equivalents. The Company has no cash equivalents at September 30, 2021 or February 10, 2021. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements: The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured non-financial re-measured 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: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are 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. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of September 30, 2021, 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. Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 warrant liability based on relative fair values with costs associated Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold subsequent to September 30, 2021, on October 25, 2021, as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares will be recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not . There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 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 subject to income tax examinations by major taxing authorities since inception. 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. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non- current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. instruments as of September 30, 2021 or February 10, 2021. Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were available to be issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Public Offering
Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Public Offering | Note 3—Public Offering Subsequent to September 30, 2021, on October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their over-allotment option, of 20,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, and one-half 24-month Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading 30-trading 45-day The Warrants that were issued in connection with 2,500,000 over-allotment units exercised are identical to the public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price $4,000,000 to the underwriters at the closing of the Public Offering and is obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial business combination. |
Related party transactions
Related party transactions | 8 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 4—Related party transactions Founder Shares: On February 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’ over-allotment option is not exercised in full). The Founder Shares are substantially identical to the Class A ordinary shares included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. Subsequent to September 30, 2021, on October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250, 656,250 of which were subject to forfeiture if the underwriters’ over-allotment option is not exercised in full. The share recapitalization on October 21, 2021 is retroactively reflected in the accompanying financial statements for all dates and periods presented including as of September 30, 2021 and March 2, 2021 and per share amounts. After the closing of the Public Offering subsequent to September 30, 2021 , , The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the initial shareholders will own 20.0% of the Company’s issued and outstanding shares after the Public Offering. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading . Private Placement Warrants: Subsequent to September 30, 2021, in connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of 10,500,000, in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary shares at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to our initial stockholders or their affiliates or our anchor investor, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as applicable, or our anchor investor, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering subsequent to September 30, 2021 on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the Public registration and shareholder rights agreement. Related Party Loans: In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than non-interest -0-, Working Capital Loans: If the Sponsor, an affiliate of the Sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Sponsor has not made any working capital loans to the Company. Administrative Services Agreement: The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of our website, and miscellaneous additional services. Services commenced subsequent to September 30, 2021, on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. |
Warrant liabilities
Warrant liabilities | 8 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant liabilities | Note 5—Warrant liabilities The Company will account for the 20,000,000 warrants issued subsequent to September 30, 2021 in connection with the Public Offering (including the underwriters’ over-allotment option to the extent exercised) in accordance with the guidance contained in FASB ASC 815 – 40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, the warrants must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company will classify the warrants as a liability at their fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at 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 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. |
Shareholder's Equity
Shareholder's Equity | 8 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | N Ordinary Shares: The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares. At September 30, 2021 and February 10, 2021 (as restated, with respect to February 10, 2021, for the surrender of 2,156,250 Class B ordinary shares by our Sponsor on June 30, 2021 and further restated at September 30, 2021 and February 10, 2021 for the share recapitalization on October 21, 2021) there were 5,031,250 shares of Class B ordinary shares issued and outstanding (656,250 of which are forfeitable as discussed in Note 4), and no Class A ordinary shares issued or outstanding. Preferred Shares: The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and February 10, 2021, there were no preferred shares issued or outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration Rights: The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed on or before the date of the prospectus for the Public Offering. Underwriters’ Overallotment Option: The Company granted the underwriters a 45-day additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. The Warrants that were issued in connection with the exercise of the over-allotment units are identical to the public Warrants and have no net cash settlement provisions, as discussed in Note 3. Subsequent to September 30, 2021, at the closing of the Public Offering on October 25, 2021, the underwriters’ exercised the |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated October 20, 2021 as well as the Form 8-K including the Closing Balance Sheet as of October 25, 2021 filed on October 29, 2021. All dollar amounts are rounded to the nearest thousand dollars. |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Net Loss per Ordinary Share | Net Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC At September 30, 2021 and February 10, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid instruments with maturities of three months or less when acquired to be cash equivalents. The Company has no cash equivalents at September 30, 2021 or February 10, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements: The Company complies with FASB ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities that are re-measured non-financial re-measured 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: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are 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. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed as of September 30, 2021, 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. |
Deferred Offering Costs | Deferred Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 warrant liability based on relative fair values with costs associated |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold subsequent to September 30, 2021, on October 25, 2021, as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares will be recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in |
Income Taxes | Income Taxes: FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not . There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 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 subject to income tax examinations by major taxing authorities since inception. 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. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Derivative Financial Instruments | Derivative Financial Instruments: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non- current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. instruments as of September 30, 2021 or February 10, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were available to be issued. All such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity - Additional Information (Details) - USD ($) | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Entity incorporation, Date of incorporation | Feb. 9, 2021 | ||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | $ 100,000 | |
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |
Period within which business combination shall be consummated from the closing of initial public offering | 18 months | ||
Extended period within which business combination shall be consummated from the closing of initial public offering | 24 months | 24 months | |
Terms of extended period within which business combination shall be consummated from the closing of initial public offering | two separate | ||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | |
Number of days prior to consummation of business combination of amount then on deposit in the trust account determining shares redemption | 2 days | ||
Number of days prior to commencement of tender offer of amount then on deposit in the trust account determining shares redemption | 2 days | ||
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |
Business combination, Completion period, End date | Apr. 25, 2023 | ||
Number of days within which the public shares shall be redeemed | 10 days | ||
Payment Made For Each Three Month Extension [Member] | |||
Payments to acquire restricted investments | $ 2,000,000 | ||
Per Share Value Of Restricted Assets | $ 0.10 | $ 0.10 | |
Subsequent Event [Member] | |||
Payments to acquire restricted investments | $ 204,000,000 | ||
Term of restricted investments | 185 days | ||
Per Share Value Of Restricted Assets | $ 10.20 | ||
Substantial doubt about going concern, Management plans, Substantial doubt alleviated | Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||
Proceeds from issuances of warrants | $ 10,500,000 | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | |||
Proceeds from issuances of warrants | 10,500,000 | ||
Common Class A [Member] | Subsequent Event [Member] | |||
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Common Class A [Member] | Subsequent Event [Member] | IPO [Member] | |||
Stock issued during period, Shares | 20,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Oct. 25, 2021 | Sep. 30, 2021 | Feb. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Dilutive securities | $ 0 | $ 0 | |||
Cash equivalents at carrying value | $ 0 | 0 | 0 | ||
Cash, FDIC insured amount | 250,000 | 250,000 | |||
Minimum net worth required for compliance | 5,000,001 | 5,000,001 | |||
Unrecognized tax benefits | 0 | 0 | |||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | |||
Income tax expense benefit | 0 | ||||
Derivative liability | $ 0 | $ 0 | $ 0 | ||
Common Class B Member | |||||
Common stock, Other shares, Outstanding | 656,250 | 656,250 | 656,250 | 562,500 | |
Common Class B Member | Subsequen tEvent Member | |||||
Common stock, Other shares, Outstanding | 31,250 | ||||
Over Allotment Option Member | Common Class B Member | |||||
Common stock, Other shares, Outstanding | 562,500 | ||||
Over Allotment Option Member | Common Class A [Member] | Subsequen tEvent Member | |||||
Stock issued during period, Shares | 2,500,000 | ||||
IPO Member | Common Class A [Member] | Subsequen tEvent Member | |||||
Stock issued during period, Shares | 20,000,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 10, 2021 |
Extended period within which business combination shall be consummated from the closing of initial public offering | 24 months | 24 months | ||
Share price | $ 18 | |||
Number of trading days determining share price | 20 days | |||
Subsequent Event [Member] | Public Warrants [Member] | ||||
Class of warrant or right, Number of days after which warrants or rights becomes exercisable | 30 days | |||
Class of warrant or right, Number of months from which warrants or rights becomes exercisable | 12 months | |||
Warrants and rights outstanding, Term | 5 years | |||
Subsequent Event [Member] | Public Warrants [Member] | Warrant Redemption Event One [Member] | ||||
Class of warrant or right, Redemption price per warrant | $ 0.01 | |||
Minimum notice period | 30 days | |||
Subsequent Event [Member] | Public Warrants [Member] | Warrant Redemption Event Two [Member] | ||||
Class of warrant or right, Redemption price per warrant | $ 0.10 | |||
Minimum notice period | 30 days | |||
Common Class A [Member] | ||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Subsequent Event [Member] | Share Price Less Than Eighteen USD [Member] | ||||
Number of consecutive trading days determining share price | 30 days | |||
Common Class A [Member] | Subsequent Event [Member] | Warrant Redemption Event One [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | ||||
Share price | $ 18 | |||
Number of trading days determining share price | 20 days | |||
Number of consecutive trading days determining share price | 30 days | |||
Common Class A [Member] | Subsequent Event [Member] | Warrant Redemption Event Two [Member] | Share Price Equals Or Exceeds Ten USD [Member] | ||||
Share price | $ 10 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Percentage of the per unit price paid as underwriting discount | 2.00% | |||
Payment for underwriting expense | $ 4,000,000 | |||
Percentage of the per unit price payable as deferred compensation liability | 3.50% | |||
Deferred compensation liability, Noncurrent | $ 7,000,000 | |||
IPO [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||
Stock issued during period, Shares | 20,000,000 | |||
SharesIssuedPricePerShare | $ 10 | |||
Common stock, Par or stated value per share | $ 0.0001 | |||
Common stock, Conversion basis | Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, and one-half of one warrant (the “Warrants”) | |||
IPO [Member] | Common Class A [Member] | Subsequent Event [Member] | Public Warrants [Member] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Option vesting period | 45 days | |||
Common stock, Shares subscribed but unissued | 2,625,000 | 2,625,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||
Stock issued during period, Shares | 2,500,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | Subsequent Event [Member] | Public Warrants [Member] | ||||
Stock issued during period, Shares | 2,500,000 |
Related party transactions - Ad
Related party transactions - Additional Information (Details) - USD ($) | Oct. 25, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 10, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Share price | $ 18 | |||||
Percentage of warrant exercise price adjusted to price received in new issuance | 180.00% | 180.00% | ||||
Notes Payable, Related Parties, Current | $ 200,000 | $ 0 | $ 200,000 | |||
Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of warrants or rights warrants issued during the period | 20,000,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 656,250 | 656,250 | ||||
Sponsor [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of Stock, Percentage of Ownership after Transaction | 20.00% | |||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument maximum draw down amount | 300,000 | |||||
Debt Iistrument Minimum draw down amount | 10,000 | |||||
Notes Payable, Related Parties, Current | $ 200,000 | $ 0 | $ 200,000 | |||
Debt Instrument, Maturity Date | Dec. 31, 2021 | |||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,500,000 | $ 1,500,000 | ||||
Debt instrument conversion price per share | $ 1 | $ 1 | ||||
Due to Related Parties | $ 0 | $ 0 | ||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction fees payable per month | $ 10,000 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Blackout trading period after completion of business combination | 30 days | |||||
Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of warrants or rights warrants issued during the period | 10,500,000 | |||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||||
Proceeds from issuances of warrants | $ 10,500,000 | |||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 0 | 0 | 0 | |||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 9.20 | $ 9.20 | ||||
Percentage of equity proceeds from issuance | 60.00% | 60.00% | ||||
Price threshold of newly issued stock to cause adjustment of exercise warrant price | $ 9.20 | $ 9.20 | ||||
Percentage of warrant exercise price adjusted to price received in new issuance | 115.00% | 115.00% | ||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Target share price of warrants or rights for redemption | $ 18 | $ 18 | ||||
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Target share price of warrants or rights for redemption | 10 | 10 | ||||
Common Class A [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued upon exercise of warrant | 1 | |||||
Exercise price of warrant | $ 11.50 | |||||
Common Class A [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 12 | $ 12 | ||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Period after initial business combination for determining share price | 150 days | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares, subject to forfeiture | 656,250 | 562,500 | 656,250 | 656,250 | ||
Common stock, shares outstanding | 5,031,250 | 4,312,500 | 5,031,250 | 5,031,250 | ||
Common Class B [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares, subject to forfeiture | 31,250 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of ordinary shares to Sponsor (in shares) | 6,468,750 | 6,468,750 | ||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Sale of stock price per share | $ 0.005 | $ 0.004 | $ 0.005 | |||
Common stock, shares, subject to forfeiture | 843,750 | |||||
Stock surrendered during period shares | 2,156,250 | |||||
Minimum holding period for transfer, assignment or sale of Founder Shares | 1 year |
Warrant liabilities - Additiona
Warrant liabilities - Additional Information (Details) | Oct. 01, 2021shares |
Subsequent Event [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights warrants issued during the period | 20,000,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) | Jun. 30, 2021shares | Sep. 30, 2021Vote$ / sharesshares | Feb. 10, 2021$ / sharesshares |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 220,000,000 | ||
Preferred stock, par value | $ / shares | $ / shares | $ 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 | |
Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 656,250 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Common stock, shares issued | 5,031,250 | 5,031,250 | |
Common stock, shares outstanding | 4,312,500 | 5,031,250 | 5,031,250 |
Common stock, shares, subject to forfeiture | 562,500 | 656,250 | 656,250 |
Common Class B [Member] | Sponsor [Member] | |||
Class of Stock [Line Items] | |||
Stock surrendered during period shares | 2,156,250 | ||
Common stock, shares, subject to forfeiture | 843,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Over-Allotment Option [Member] - shares | Oct. 25, 2021 | Sep. 30, 2021 |
Other Commitments [Line Items] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments | 2,625,000 | |
Units issued during period shares new issues | 2,500,000 |