Global Technology Acquisition Corp. I (GTACW) 10-K 16 Mar 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	11 Months Ended
	Dec. 31, 2021	Mar. 02, 2022	Oct. 21, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Document Annual 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 Street
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Title of 12(b) Security	Class A Ordinary Shares, $0.0001 par value per share
Trading Symbol	GTAC
Security Exchange Name	NASDAQ
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 200,800,000
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	San Francisco, California
Capital Units [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,432,051
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]
Entity Common Stock, Shares Outstanding		7,283,964
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		14,567,949
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 1,326,000
Prepaid expenses and other assets	409,000
Total current assets	1,735,000
Non-current asset – Cash held in Trust Account	204,004,000
Total assets	205,739,000
Current liabilities -
Accounts payable	147,000
Accrued Liabilities	79,000
Total current liabilities	226,000
Warrant liability	11,070,000
Deferred underwriting compensation	7,000,000
Total liabilities	18,296,000
Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.20 per share)	204,000,000
Shareholders' deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding	0
Additional paid-in-capital	0
Accumulated deficit	(16,558,000)
Total shareholders' deficit	(16,557,000)
Total liabilities and shareholders' deficit	205,739,000
Common Class B [Member]
Shareholders' deficit:
Common Stock, Value	$ 1,000

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021USD ($)$ / sharesshares
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
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
Temporary Equity, Shares Outstanding	20,000,000
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10.20
Common Class B (Member)
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	5,000,000
Common stock, shares outstanding	5,000,000
Common Stock, Value | $	$ 1,000
Common Class B (Member) | Before Round Off [Member]
Common Stock, Value | $	$ 500

Statement of Operations

Statement of Operations	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 291,000
Loss from operations	(291,000)
Other income (expense):
Interest income on Trust Account	4,000
Warrant liability issuance costs	(491,000)
Change in fair value of warrant liability	5,125,000
Income before provision for income tax	4,347,000
Provision for income tax	0
Net income	$ 4,347,000
Common Class A [Member]
Weighted average ordinary shares outstanding
Basic and diluted | shares	4,986,000
Net loss per ordinary share:
Basic and diluted | $ / shares	$ 0.46
Common Class B [Member]
Weighted average ordinary shares outstanding
Basic and diluted | shares	4,452,000
Net loss per ordinary share:
Basic and diluted | $ / shares	$ 0.46

Statement of Changes in Shareho

Statement of Changes in Shareholders' Deficit - 11 months ended Dec. 31, 2021 - 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	$ 0	$ 0
Beginning balance, Shares at Feb. 08, 2021		0
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share	25,000	$ 1,000	24,000
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share, Shares		5,031,250
Forfeiture of Class B ordinary shares by Sponsor underwriters' partial exercise of its over -allotment option., Shares		(31,250)
Proceeds from sale of 10,500,000 Private Placement Warrants at $1.00 in excess of fair value of $0.79 per warrant	2,205,000		2,205,000
Accretion for Class A ordinary shares subject to redemption to redemption amount	(23,134,000)		(2,229,000)	(20,905,000)
Net income	4,347,000			4,347,000
Ending balance at Dec. 31, 2021	$ (16,557,000)	$ 1,000	$ 0	$ (16,558,000)
Ending balance, Shares at Dec. 31, 2021		5,000,000

Statement of Changes in Share_2

Statement of Changes in Shareholders' Deficit (Parenthetical)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement Warrant [Member]
Warrants issued | shares	10,500,000
Warrants issued value | $	$ 1
Warrant price per warrant	$ 0.79
Common Class B [Member] | Sponsor [Member]
Sale of stock price per share	$ 0.005

Statement of Cash Flows

Statement of Cash Flows - USD ($)	11 Months Ended
	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 4,347,000
Adjustments to reconcile net loss to net cash used in operating activities:
Payment by founders of formation costs	5,000
Interest income retained in Trust Account	(4,000)
Warrant liability issuance costs	491,000
Change in fair value of warrant liability	(5,125,000)
Changes in operating assets and liabilities:
Increase in prepaid expenses	(409,000)
Increase in accounts payable (excluding offering costs of $107,000)	40,000
Increase in accrued liabilities	79,000
Net cash used in operating activities	(576,000)
Cash flows from investing activities:
Cash deposited in Trust Account	(204,000,000)
Net cash used in investing activities	(204,000,000)
Cash flows from financing activities:
Proceeds from Note payable to Sponsor	240,000
Proceeds from sale of Units to the public	200,000,000
Proceeds from sale of Private Placement Warrants	10,500,000
Payment of underwriting discounts	(4,000,000)
Payment of offering costs	(598,000)
Payment of Note payable to Sponsor	(240,000)
Net cash provided by financing activities	205,902,000
Net increase in cash	1,326,000
Cash at beginning of period	0
Cash at end of period	1,326,000
Supplemental disclosure of non-cash financing activities:
Deferred underwriters' compensation	7,000,000
Offering costs included in accounts payable	$ 107,000

Statement of Cash Flows (Parent

Statement of Cash Flows (Parenthetical)	11 Months Ended
	Dec. 31, 2021USD ($)
Offering Costs	$ 107,000

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	11 Months Ended
	Dec. 31, 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 December 31, 2021, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to December 31, 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 st 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 5 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 Class A ordinary 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 Class A ordinary 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 At December 31, 2021, the amount in the Trust Account is invested in a money market fund meeting the criteria discussed above. 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 Class A ordinary 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 The Company will have 18 months from the closing date of the Public Offering, until October 25, 2023, (or up to 24 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 on October 25, 2021, will enable it to sustain operations for a period of at least one-year

Summary of Significant Accounti

Summary of Significant Accounting Policies	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation: The accompanying 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 Securities and Exchange Commission (“SEC”). 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 Income or Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”)and Private Placement to purchase an aggregate of 20,500,000 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 ordinary share is the same as basic income (loss) per ordinary share for the period presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. December 31, 2021 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average ordinary shares: 4,986,000 4,452,000 Basic and diluted net income per ordinary share $ 0.46 $ 0.46 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 December 31, 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 December 31, 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. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 Class A Ordinary Shares Subject to Possible Redemption: All of the 20,000,000 Class A ordinary shares sold 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 ordinary 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 are 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 Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Accretion of carrying value to redemption value 23,134,000 Class A ordinary shares subject to redemption $ 204,000,000 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 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 non-current net-cash Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 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	11 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Public Offering	Note 3—Public Offering 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 The Company granted the underwriters a 45-day 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.

Trust Account and Fair Value Me

Trust Account and Fair Value Measurement	11 Months Ended
	Dec. 31, 2021
Trust Account And Fair Value Measurement [Abstract]
Trust Account And Fair Value Measurement	Note 4 – Trust Account and Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured non-financial re-measured Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 At December 31, 2021, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described above yielding interest of less than 0.1% per year. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2021 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Carrying 1 Gross Quoted Price Assets: Money market funds $ 204,004,000 $ — $ 204,004,000

Related party transactions

Related party transactions	11 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related party transactions	Note 5 – Related party transactions Founder Shares On February 10, 2021, the 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. On October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250. 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 was to 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. After the closing of the Public Offering on October 25 2021, 31,250 of such shares remained forfeitable and in December 2021 those 31,250 shares were surrendered and retired. 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 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 Class A ordinary 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 ordinary shares 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 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 $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest 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 December 31, 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 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. A total of approximately $24,000 was charged to operations in the period from February 10, 2021 (inception) to December 31, 2021 and that amount is included in accrued liabilities at December 31, 2021.

Warrant liabilities

Warrant liabilities	11 Months Ended
	Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrant liabilities	Note 6— Warrant liabilities At December 31, 2021, the Company has outstanding 20,500,000 warrants outstanding including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants. The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Section 815-40-15 fixed-for-fixed The Company has recorded approximately $491,000 of costs to the statement of operations at inception of the warrants to reflect an allocation of total offering and issue costs to warrant issuance costs based on the relative fair values of the equity and warrant instruments. The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Warrant Liabilities: Public Warrants $ 5,400,000 $ 5,400,000 $ — $ — Private Placement Warrants $ 5,670,000 $ — $ 5,670,000 $ — Warrant liability at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 $ — At December 31, 2021, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.54 per warrant on December 31, 2021). Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statement of operations. At inception of the warrants, October 25, 2021, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the Cox-Ross-Rubenstein Treasury zero-coupon yield The warrant liabilities are not subject to qualified hedge accounting. Transfers between Levels 1, 2 or 3 at the balance sheet date, December 31, 2021, are discussed below. The following table provides quantitative information regarding Level 3 fair value measurements at inception of the warrants, October 25, 2021: At Stock price $ 10.00 Strike price $ 11.50 Term (in years) 5.0 Volatility 14 % Risk-free rate 1.25 % Dividend yield 0.00 % Probability of acquisition 75 % Fair value of warrants $ 0.79 The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at inception, October 25, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description October 25, Quoted Significant Significant Warrant Liabilities Public Warrants $ 7,900,000 $ — $ — $ 7,900,000 Private Placement Warrants $ 8,295,000 $ — $ — $ 8,295,000 Warrant liability at October 25, 2021 $ 16,195,000 $ 16,195,000 At December 31, 2021, the warrants were reclassified from Level 3 inputs at October 25, 2021 based on the different methodology used at December 31, 2021 as follows: Public Warrants were reclassified from Level 3 inputs to Level 1 inputs and Private Placement Warrants were reclassified from Level 3 inputs to Level 2 inputs. None of the values used at December 31, 2021 were The following table presents the changes in the fair value of warrant liabilities: Warrant Public Private Fair value at January 1, 2021 — — — Initial measurement on October 25, 2021 $ 16,195,000 $ 7,900,000 $ 8,295,000 Change in valuation inputs or other assumptions (5,125,000 ) (2,500,000 ) (2,625,000 ) Fair value as of December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000

Shareholders' Deficit

Shareholders' Deficit	11 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 7—Shareholders’ Deficit 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. 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 December 31, 2021 there were 5,000,000 shares of Class B ordinary shares issued and outstanding and -0- Public Warrants Each of the 10,000,000 whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per whole share, subject to adjustment, terms and limitations as described herein. The Warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation as described therein. However, if the Company does not complete its initial Business Combination within18 months from the closing date of the Public Offering, until October 25, 2023, (or up to 24 months as previously described), the Warrants will expire at the end of such period. Under the terms of a Public Warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A ordinary shares to be issued to the Warrant holder. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Warrant during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. 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 Private Placement Warrants See Note 5 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 December 31, 2021 and February 10, 2021, there were no preferred shares issued or outstanding.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8—Commitments and Contingencies Registration Rights The Company’s initial shareholders, and the holders of the Private Placement Warrants, are entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement executed in connection with the Public Offering.

Significant Accounting Policies

Significant Accounting Policies (Policies)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying 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 Securities and Exchange Commission (“SEC”). 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 Income or Loss per Ordinary Share	Net Income or Loss per Ordinary Share: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”)and Private Placement to purchase an aggregate of 20,500,000 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 ordinary share is the same as basic income (loss) per ordinary share for the period presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The following table reflects the net income per share after allocating income between the shares based on outstanding shares. December 31, 2021 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average ordinary shares: 4,986,000 4,452,000 Basic and diluted net income per ordinary share $ 0.46 $ 0.46
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 December 31, 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 December 31, 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.
Offering Costs Policy Text Block	Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1
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 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 ordinary 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 are 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 Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Accretion of carrying value to redemption value 23,134,000 Class A ordinary shares subject to redemption $ 204,000,000
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 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 non-current net-cash
Recent Accounting Pronouncements	Recent Accounting Pronouncements: In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40) 2020-06”) 2020-06 own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 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.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares	The following table reflects the net income per share after allocating income between the shares based on outstanding shares. December 31, 2021 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,050,000 $ 2,296,000 Denominator: Basic and diluted weighted average ordinary shares: 4,986,000 4,452,000 Basic and diluted net income per ordinary share $ 0.46 $ 0.46
Schedule Of Class A Ordinary Shares Subject To Redemption	Gross proceeds of Public Offering $ 200,000,000 Less: Proceeds allocated to Public Warrants (7,900,000 ) Offering costs (11,234,000 ) Plus: Accretion of carrying value to redemption value 23,134,000 Class A ordinary shares subject to redemption $ 204,000,000

Trust Account and Fair Value _2

Trust Account and Fair Value Measurement (Tables)	11 Months Ended
	Dec. 31, 2021
Trust Account And Fair Value Measurement [Abstract]
Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2021 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Description Carrying 1 Gross Quoted Price Assets: Money market funds $ 204,004,000 $ — $ 204,004,000

Warrant liabilities (Tables)

Warrant liabilities (Tables)	11 Months Ended
	Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis	The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Warrant Liabilities: Public Warrants $ 5,400,000 $ 5,400,000 $ — $ — Private Placement Warrants $ 5,670,000 $ — $ 5,670,000 $ — Warrant liability at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 $ — The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at inception, October 25, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description October 25, Quoted Significant Significant Warrant Liabilities Public Warrants $ 7,900,000 $ — $ — $ 7,900,000 Private Placement Warrants $ 8,295,000 $ — $ — $ 8,295,000 Warrant liability at October 25, 2021 $ 16,195,000 $ 16,195,000
Schedule Of Quantitative Information Regarding Level 3 Fair Value measurements at the inception of Warrants	The following table provides quantitative information regarding Level 3 fair value measurements at inception of the warrants, October 25, 2021: At Stock price $ 10.00 Strike price $ 11.50 Term (in years) 5.0 Volatility 14 % Risk-free rate 1.25 % Dividend yield 0.00 % Probability of acquisition 75 % Fair value of warrants $ 0.79
Summary Of Changes In The Fair Value Of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Warrant Public Private Fair value at January 1, 2021 — — — Initial measurement on October 25, 2021 $ 16,195,000 $ 7,900,000 $ 8,295,000 Change in valuation inputs or other assumptions (5,125,000 ) (2,500,000 ) (2,625,000 ) Fair value as of December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000

Description of Organization, _2

Description of Organization, Business Operations and Liquidity - Additional Information (Details) - USD ($)	Dec. 31, 2021	Oct. 25, 2021	Dec. 31, 2021
Entity incorporation, Date of incorporation			Feb. 9, 2021
Proceeds from issuance initial public offering			$ 200,000,000
Proceeds from issuances of warrants			10,500,000
Payments to acquire restricted investments		$ 204,000,000	204,000,000
Term of restricted investments		185 days
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		18 months
Per Share Value Of Restricted Assets		$ 10.20
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	Oct. 25, 2023		Oct. 25, 2023
Number of days within which the public shares shall be redeemed			10 days
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
Accumulated Interest Income	$ 204,004,000		$ 204,004,000
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
Private Placement Warrants [Member] | Sponsor [Member]
Proceeds from issuances of warrants		$ 10,500,000
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member]
Proceeds from issuances of warrants		10,500,000
Common Class A [Member]
Proceeds from issuance initial public offering		$ 200,000,000	$ 200,000,000
Common Class A [Member] | IPO [Member]
Stock issued during period, Shares		20,000,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies - Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of income – basic and diluted | $	$ 2,050,000
Basic and diluted weighted average ordinary shares | shares	4,986,000
Basic and diluted net income per ordinary share | $ / shares	$ 0.46
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of income – basic and diluted | $	$ 2,296,000
Basic and diluted weighted average ordinary shares | shares	4,452,000
Basic and diluted net income per ordinary share | $ / shares	$ 0.46

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($)	Oct. 25, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds of Public Offering		$ 200,000,000
Accretion of carrying value to redemption value		23,134,000
Class A ordinary shares subject to redemption		204,000,000
Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds of Public Offering	$ 200,000,000	200,000,000
Proceeds allocated to Public Warrants		(7,900,000)
Temporary Equity Offering Costs		(11,234,000)
Accretion of carrying value to redemption value		23,134,000
Class A ordinary shares subject to redemption		$ 204,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Dec. 31, 2021	Oct. 25, 2021	Dec. 31, 2021
Cash equivalents at carrying value	$ 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
Offering Costs			107,000
Costs allocated to equity instruments		$ 11,234,000
Warrant Liability Issuance Costs	$ 491,000	491,000	$ 491,000
Payment of Fess To Financial advisor		175,000
Common Class A [Member]
Temporary Equity, Shares Outstanding	20,000,000		20,000,000
Common Class A [Member] | Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			20,500,000
IPO Member
Total Costs Incurred In Connection With Preparation For The Initial Public Offering		11,725,000
Offering Costs		725,000
Underwriters Discount		$ 11,000,000
IPO Member | Common Class A [Member]
Stock issued during period, Shares		20,000,000

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)	Dec. 31, 2021	Oct. 25, 2021	Jun. 30, 2021
Common Class A [Member] | Public Warrants [Member]
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
Common Class B [Member]
Common stock, shares, subject to forfeiture		31,250	562,500
Number of shares surrendered and retired	31,250
IPO [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]
Stock issued during period, Shares		20,000,000
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] | 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		$ 10
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, Shares		2,500,000
Option vesting period	45 days
Common stock, Shares subscribed but unissued	2,625,000
Over-Allotment Option [Member] | Common Class A [Member] | Public Warrants [Member]
Stock issued during period, Shares		2,500,000

Trust Account and Fair Value _3

Trust Account and Fair Value Measurement - Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis (Details) - Money Market Funds [Member] - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Assets:
Investments, Fair Value Disclosure	$ 204,004,000
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments, Fair Value Disclosure	$ 204,004,000

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement - Additional Information (Details) - USD ($)	Oct. 25, 2021	Dec. 31, 2021
Trust Account And Fair Value Measurement [Line Items]
Payments to acquire restricted investments	$ 204,000,000	$ 204,000,000
Term of restricted investments	185 days
Minimum [Member]
Trust Account And Fair Value Measurement [Line Items]
Percentage Of Interest Yield For Procceds Of Trust Account Invested In Maoney market Funds		0.10%

Related party transactions - Ad

Related party transactions - Additional Information (Details) - USD ($)	Dec. 31, 2021	Oct. 25, 2021	Jun. 30, 2021	Feb. 10, 2021	Dec. 31, 2021	Oct. 24, 2021	Oct. 21, 2021
Related Party Transaction [Line Items]
Share price		$ 18
Proceeds from issuances of warrants					$ 10,500,000
Sponsor [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding	656,250				656,250
Blackout trading period after completion of business combination		30 days
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	$ 0				$ 0	$ 240,000
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
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				$ 24,000
Sponsor [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
Common Class A [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Share price	$ 9.20				$ 9.20
Exercise price of warrant		$ 11.50
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] | 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		31,250	562,500
Common stock, shares outstanding	5,000,000				5,000,000		5,031,250
Number of shares surrendered and retired	31,250
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to Sponsor (in shares)				6,468,750	1
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
Common stock, shares outstanding			4,312,500
Minimum holding period for transfer, assignment or sale of Founder Shares					1 year

Warrant liabilities - Schedule

Warrant liabilities - Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2021	Oct. 25, 2021
Warrant Liabilities:
Derivative liability	$ 11,070,000	$ 16,195,000
Public Warrants [Member]
Warrant Liabilities:
Derivative liability	5,400,000	7,900,000
Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	5,670,000	8,295,000
Fair Value, Inputs, Level 1 [Member]
Warrant Liabilities:
Derivative liability	5,400,000
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	5,400,000	0
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member]
Warrant Liabilities:
Derivative liability	5,670,000
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	5,670,000	0
Fair Value, Inputs, Level 3 [Member]
Warrant Liabilities:
Derivative liability	0	16,195,000
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	0	7,900,000
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	$ 0	$ 8,295,000

Warrant liabilities - Schedul_2

Warrant liabilities - Schedule Of Quantitative Information Regarding Level 3 Fair Value measurements at the inception of Warrants (Details) - Warrant [Member] - Fair Value, Inputs, Level 3 [Member]	Oct. 25, 2021Date
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	10
Strike price
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	11.50
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	5
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	14
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	1.25
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	0
Probability of acquisition
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	75
Fair value of warrants
Fair Value Measurement Inputs and Valuation Techniques [Abstract]
Initial Measurement	0.79

Warrant liabilities - Summary O

Warrant liabilities - Summary Of Changes In The Fair Value Of Warrant Liabilities (Details) - USD ($)	Oct. 25, 2021	Dec. 31, 2021
Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Fair value at January 1, 2021		$ 0
Initial measurement on October 25, 2021	$ 16,195,000
Change in valuation inputs or other assumptions		(5,125,000)
Fair value as of December 31, 2021		11,070,000
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Fair value at January 1, 2021		0
Initial measurement on October 25, 2021	7,900,000
Change in valuation inputs or other assumptions		(2,500,000)
Fair value as of December 31, 2021		5,400,000
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Fair value at January 1, 2021		0
Initial measurement on October 25, 2021	$ 8,295,000
Change in valuation inputs or other assumptions		(2,625,000)
Fair value as of December 31, 2021		$ 5,670,000

Warrant liabilities - Additiona

Warrant liabilities - Additional Information (Details) - USD ($)	Dec. 31, 2021	Oct. 25, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	20,500,000		20,500,000
Warrant liability issuance costs	$ 491,000	$ 491,000	$ 491,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	10,000,000		10,000,000
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant	$ 0.54		$ 0.54
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	10,500,000		10,500,000

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Details)	Dec. 31, 2021$ / sharesshares	Oct. 25, 2021$ / sharesshares	Dec. 31, 2021Vote$ / sharesshares	Oct. 21, 2021shares	Feb. 10, 2021shares
Class of Stock [Line Items]
Common stock, shares authorized	220,000,000		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		0
Share price | $ / shares		$ 18
Number of trading days determining share price		20 days
Number of consecutive trading days determining share price		30 days
Extended period within which business combination shall be consummated from the closing of initial public offering	24 months		24 months
Period within which business combination shall be consummated from the closing of initial public offering	18 months		18 months
Business Combination Completion Period End Date	Oct. 25, 2023		Oct. 25, 2023
Public Warrants [Member]
Class of Stock [Line Items]
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 days
Warrants and rights outstanding, Term		5 years
Public Warrants [Member] | Warrant Redemption Event One [Member]
Class of Stock [Line Items]
Class of warrant or right, Redemption price per warrant | $ / shares		$ 0.01
Minimum notice period		30 days
Public Warrants [Member] | Warrant Redemption Event Two [Member]
Class of Stock [Line Items]
Class of warrant or right, Redemption price per warrant | $ / shares		$ 0.10
Minimum notice period		30 days
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
Temporary Equity, Shares Outstanding	20,000,000		20,000,000
Common Class A [Member] | Warrant Redemption Event One [Member] | Share Price Equals Or Exceeds Eighteen USD [Member]
Class of Stock [Line Items]
Share price | $ / shares		$ 18
Number of trading days determining share price		20 days
Common Class A [Member] | Warrant Redemption Event Two [Member] | Share Price Equals Or Exceeds Eighteen USD [Member]
Class of Stock [Line Items]
Number of consecutive trading days determining share price		30 days
Common Class A [Member] | Warrant Redemption Event Two [Member] | Share Price Equals Or Exceeds Ten USD [Member]
Class of Stock [Line Items]
Share price | $ / shares		$ 10
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right number of securities called by warrants or rights		10,000,000
Exercise price of warrant  | $ / shares		$ 11.50
Common Class A [Member] | Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right number of securities called by warrants or rights	10,500,000		10,500,000
Exercise price of warrant  | $ / shares		$ 11.50
Share price | $ / shares	$ 9.20		$ 9.20
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	5,000,000		5,000,000
Common stock, shares outstanding	5,000,000		5,000,000	5,031,250