Global Technology Acquisition Corp. I (GTACW) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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	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, 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		5,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,095,000	$ 1,326,000
Prepaid expenses	392,000	409,000
Total current assets	1,487,000	1,735,000
Non-current asset – Investments held in Trust Account	204,024,000	204,004,000
Total assets	205,511,000	205,739,000
Current liabilities -
Accounts payable, including approximately $70,000 of offering costs	123,000	147,000
Accrued liabilities	30,000	79,000
Total current liabilities	153,000	226,000
Warrant liabilities	7,175,000	11,070,000
Deferred underwriting compensation	7,000,000	7,000,000
Total liabilities	14,328,000	18,296,000
Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.20 per share)	204,000,000	204,000,000
SHAREHOLDERS' DEFICIT:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding	0	0
Additional paid-in-capital	0	0
Accumulated deficit	(12,818,000)	(16,558,000)
Total shareholders' deficit	(12,817,000)	(16,557,000)
Total liabilities and shareholders' deficit	205,511,000	205,739,000
Common Class A [Member]
Current liabilities -
Class A ordinary shares subject to possible redemption; 20,000,000 shares (at $10.20 per share)	204,000,000
SHAREHOLDERS' DEFICIT:
Common Stock, Value	0	0
Common Class B [Member]
SHAREHOLDERS' DEFICIT:
Common Stock, Value	$ 1,000	$ 1,000

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Offering costs payable	$ 70,000	$ 70,000
Preferred stock, par value	$ 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
Common stock, shares authorized	220,000,000
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Stock, Value	$ 0	$ 0
Temporary Equity, Shares Outstanding	20,000,000	20,000,000
Temporary Equity, Redemption Price Per Share	$ 10.20	$ 10.20
Common Class B (Member)
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000
Common Stock, Value	$ 1,000	$ 1,000
Common Class B (Member) | Before Round Off [Member]
Common Stock, Value	$ 500	$ 500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
General and administrative expenses	$ 5,000	$ 175,000
Loss from operations	(5,000)	(175,000)
Other income:
Interest income on Trust Account	0	20,000
Change in fair value of warrant liability	0	3,895,000
Net income (loss)	$ (5,000)	$ 3,740,000
Common Class A [Member]
Weighted average ordinary shares outstanding
Basic and diluted	0	20,000,000
Net loss per ordinary share:
Basic and diluted	$ 0	$ 0.15
Common Class B [Member]
Weighted average ordinary shares outstanding
Basic and diluted	5,000,000	5,000,000
Net loss per ordinary share:
Basic and diluted	$ 0	$ 0.15

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders Equity (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	$ 0	$ 0
Beginning balance, Shares at Feb. 08, 2021			0
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share	[1]	25,000	$ 1,000	24,000
Issuance of Class B ordinary shares to Sponsor at approximately $0.005 per share, Shares	[1]		5,000,000
Net income (loss)		(5,000)			(5,000)
Ending balance at Mar. 31, 2021		20,000	$ 1,000	24,000	(5,000)
Ending balance, Shares at Mar. 31, 2021			5,000,000
Beginning balance at Dec. 31, 2021		(16,557,000)	$ 1,000	0	(16,558,000)
Beginning balance, Shares at Dec. 31, 2021			5,000,000
Net income (loss)		3,740,000			3,740,000
Ending balance at Mar. 31, 2022		$ (12,817,000)	$ 1,000	$ 0	$ 12,818,000
Ending balance, Shares at Mar. 31, 2022			5,000,000
[1]	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 and the forfeiture of 31,250 Class B ordinary shares in December 2021 resulting from the underwriters’ partial exercise of their overallotment option.

Condensed Statements of Chang_2

Condensed Statements of Changes in Shareholders Equity (Deficit) (Parenthetical) - $ / shares	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 25, 2021	Oct. 21, 2021	Mar. 31, 2021	Feb. 10, 2021
Sponsor [Member]
Common stock, shares outstanding				656,250
Common Class B [Member]
Common stock, shares outstanding	5,000,000		5,000,000		5,031,250	5,031,250
Number of shares surrendered and retired	31,250		31,250
Common Class B [Member] | Sponsor [Member]
Stock surrendered during period shares		2,156,250
Common stock, shares outstanding		4,312,500
Sale of stock price per share						$ 0.005	$ 0.004

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (5,000)	$ 3,740,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment by Founders of formation costs	5,000	0
Income from cash and investments held in Trust Account	0	(20,000)
Change in fair value of warrant liability	0	(3,895,000)
Changes in operating assets and liabilities:
Decrease in prepaid expenses		18,000
Increase in accounts payable		(24,000)
Increase in accrued liabilities	0	(50,000)
Net cash used in operating activities	0	(231,000)
Cash from financing activities
Proceeds from Sponsor Note	60,000	0
Proceeds from advances from Investors	0	0
Payment of deferred offering costs	(25,000)	0
Net cash provided from financing activities	35,000	0
Net change in cash	35,000	(231,000)
Cash at beginning of period	0	1,326,000
Cash at end of period	35,000	1,095,000
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	0
Payment by Founders of deferred offering costs	20,000	0
Deferred offering costs included in accounts payable and accrued liabilities	$ 275,000	$ 0

Condensed Statements of Cash _2

Condensed Statements of Cash Flows (Parenthetical) - shares	Feb. 10, 2021	Mar. 31, 2021	Mar. 31, 2022
Sponsor [Member] | Common Class B [Member]
Issuance of ordinary shares to Sponsor (in shares)	6,468,750	6,468,750	6,468,750

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to March 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. 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 Sponsor and Public Offering: The Company’s sponsor is Global Technology Acquisition I Sponsor LP, 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 (the “Private Placement”) (Note 4). Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited to be 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 Class A ordinary shares included in the Units (defined below) sold in the Public Offering (the “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 $2,000,000 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 claims of our Class A ordinary shareholders. 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 Share 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 Class A ordinary shares). The Company will have 18 months from the closing date of the Public Offering, October 25, 2021, (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 (as defined below) in the Public Offering. Risks and Uncertainties: COVID-19 COVID-19 Conflict in Ukraine — Liquidity and Going Concern: Management believes that the funds which the Company has available following the completion of the Public Offering on October 25, 2021, is sufficient at March 31, 2022 to enable it to sustain operations for a period of at least one year after the issuance date these condensed financial statements. However, if the Company cannot complete a Business Combination prior to April 25, 2023, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with this uncertainty to complete a Business Combination prior to April 25, 2023 (or up to October 25, 2023 in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of $2,000,000 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). There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within 18 months from the closing of the Public Offering (or 24 months as previously described). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
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 Securities and Exchange Commission ( 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 March 31, 2022, 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 22, 2021 as well as the Company’s Annual Report on Form 10-K 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 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 (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. At March 31, 2022 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. March 31, 2022 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,992,000 $ 748,000 Denominator: Basic and diluted weighted average ordinary shares: 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.15 $ 0.15 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 March 31, 2022 or 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 March 31, 2022, 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 (as defined below) 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 are recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet s 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: Remeasurement 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 s 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 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 issued. All such events that would require adjustment or disclosure in the condensed financial statements have been recognized or disclosed.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2022
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	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and 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 s The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and 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 March 31, 2022 and 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 value at Gross Quoted Price Markets Assets: Money market funds $ 204,024,000 $ — $ 204,024,000 Description Carrying value at 30, 2021 Gross Quoted Price Markets Assets: Money market funds $ 204,004,000 $ — $ 204,004,000

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2022
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 was 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 was 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, 656,250 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full. After the closing of the Public Offering on October 25, 2021, 31,250 of such shares remained forfeitable and were forfeited in December 2021. 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 the Private Placement which 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 Share 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 Offering 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 March 31, 2022, 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. The Company charged $30,000 and $-0- to operations in the three months ended March 31, 2022 and the period from February 9, 2021 (inception) to March 31, 2021. There were no amounts outstanding as payable at March 31, 2022 and approximately $14,000 included in accrued liabilities at December 31, 2021.

Warrant liabilities

Warrant liabilities	3 Months Ended
	Mar. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrant liabilities	Note 6—Warrant liabilities At March 31, 2022 and December 31, 2021, the Company had a total of 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 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 s The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description March 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 3,500,000 $ 3,500,000 $ — $ — Private Placement Warrants $ 3,675,000 $ — $ 3,675,000 $ — Warrant liabilit ies $ 7,175,000 $ 3,500,000 $ 3,675,000 $ — 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 liabilit ies $ 11,070,000 $ 5,400,000 $ 5,670,000 $ — At March 31, 2022 and 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 ($0.35 and $0.54, per warrant on March 31, 2022 and December 31, 2021, respectively). 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 s At inception of the warrants on 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. 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 are level 3 inputs. 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 at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 Change in valuation inputs or other assumptions (3,895,000 ) (1,900,000 ) (1,996,000 ) Fair value as of March 31, 2022 $ 7,175,000 $ 3,500,000 $ 3,675,000

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
	Mar. 31, 2022
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. 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 March 31, 2022 and December 31, 2021 there were 5,000,000 shares of Class B ordinary shares issued and outstanding 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 March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8—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 in connection with the Public Offering.

Significant Accounting Policies

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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 Securities and Exchange Commission ( 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 March 31, 2022, 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 22, 2021 as well as the Company’s Annual Report on Form 10-K 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 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 Income (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. At March 31, 2022 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. March 31, 2022 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,992,000 $ 748,000 Denominator: Basic and diluted weighted average ordinary shares: 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.15 $ 0.15
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 March 31, 2022 or 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 March 31, 2022, 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 (as defined below) 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 are recorded as Class A ordinary shares subject to redemption on the Company’s balance sheet s 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: Remeasurement 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 s 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 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 issued. All such events that would require adjustment or disclosure in the condensed financial statements have been recognized or disclosed.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
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. March 31, 2022 Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 2,992,000 $ 748,000 Denominator: Basic and diluted weighted average ordinary shares: 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.15 $ 0.15
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: Remeasurement 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)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and 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 March 31, 2022 and 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 value at Gross Quoted Price Markets Assets: Money market funds $ 204,024,000 $ — $ 204,024,000 Description Carrying value at 30, 2021 Gross Quoted Price Markets Assets: Money market funds $ 204,004,000 $ — $ 204,004,000

Warrant liabilities (Tables)

Warrant liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description March 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 3,500,000 $ 3,500,000 $ — $ — Private Placement Warrants $ 3,675,000 $ — $ 3,675,000 $ — Warrant liabilit ies $ 7,175,000 $ 3,500,000 $ 3,675,000 $ — 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 liabilit ies $ 11,070,000 $ 5,400,000 $ 5,670,000 $ —
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 at December 31, 2021 $ 11,070,000 $ 5,400,000 $ 5,670,000 Change in valuation inputs or other assumptions (3,895,000 ) (1,900,000 ) (1,996,000 ) Fair value as of March 31, 2022 $ 7,175,000 $ 3,500,000 $ 3,675,000

Description of Organization, _2

Description of Organization, Business Operations and Liquidity - Additional Information (Details) - USD ($)	Oct. 25, 2021	Mar. 31, 2022
Entity incorporation, Date of incorporation		Feb. 9, 2021
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
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Period within which business combination shall be consummated from the closing of initial public offering		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
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%
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
Business combination, Completion period, End date		Oct. 25, 2021
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
Three Month Extension [Member]
Asset held in trust account		2,000,000
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) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of income – basic and diluted		$ 2,992,000
Basic and diluted weighted average ordinary shares	0	20,000,000
Basic and diluted net income per ordinary share	$ 0	$ 0.15
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of income – basic and diluted		$ 748,000
Basic and diluted weighted average ordinary shares	5,000,000	5,000,000
Basic and diluted net income per ordinary share	$ 0	$ 0.15

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($)	Oct. 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A ordinary shares subject to redemption		$ 204,000,000	$ 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)
Remeasurement 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 ($)	Mar. 31, 2022	Oct. 25, 2021	Mar. 31, 2022	Dec. 31, 2021
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	0
Unrecognized tax benefits, Income tax penalties and interest accrued	0		0	0
Income tax expense benefit			0
Derivative liability	0		$ 0	$ 0
Costs allocated to equity instruments		$ 11,234,000
Warrant Liability Issuance Costs	$ 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	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 ($)	Mar. 31, 2022	Oct. 25, 2021	Dec. 31, 2021	Jun. 30, 2021
Common Class B [Member]
Common stock, shares, subject to forfeiture		31,250		562,500
Number of shares surrendered and retired	31,250		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 Public Warrant.
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] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Investments, Fair Value Disclosure	$ 204,024,000	$ 204,004,000
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments, Fair Value Disclosure	$ 204,024,000	$ 204,004,000

Trust Account and Fair Value _4

Trust Account and Fair Value Measurement - Additional Information (Details) - USD ($)	Oct. 25, 2021	Mar. 31, 2022	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%	0.10%

Related party transactions - Ad

Related party transactions - Additional Information (Details) - USD ($)	Mar. 31, 2022	Oct. 25, 2021	Jun. 30, 2021	Feb. 10, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Oct. 24, 2021	Oct. 21, 2021
Related Party Transaction [Line Items]
Due to Related Parties							$ 14,000
Related party transaction fees payable per month					$ 0	$ 30,000
Accounts Payable, Related Parties, Current	$ 0					0
Sponsor [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		656,250
Blackout trading period after completion of business combination		30 days
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	$ 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
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] | 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
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				5,031,250	5,000,000	5,000,000		5,031,250
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	6,468,750
Proceeds from issuance of common stock				$ 25,000
Sale of stock price per share				$ 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) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Warrant Liabilities:
Derivative liability	$ 0	$ 0
Fair Value, Recurring [Member]
Warrant Liabilities:
Derivative liability	7,175,000	11,070,000
Fair Value, Recurring [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	3,500,000	5,400,000
Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	3,675,000	5,670,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Warrant Liabilities:
Derivative liability	3,500,000	5,400,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	3,500,000	5,400,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Warrant Liabilities:
Derivative liability	3,675,000	5,670,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	3,675,000	5,670,000
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]
Warrant Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Warrant Liabilities:
Derivative liability	$ 0	$ 0

Warrant liabilities - Summary O

Warrant liabilities - Summary Of Changes In The Fair Value Of Warrant Liabilities (Details) - USD ($)	Oct. 25, 2021	Mar. 31, 2022	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		$ 11,070,000	$ 0
Initial measurement on October 25, 2021	$ 16,195,000
Change in valuation inputs or other assumptions		(3,895,000)	(5,125,000)
Fair value at the End		7,175,000	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		5,400,000	0
Initial measurement on October 25, 2021	7,900,000
Change in valuation inputs or other assumptions		(1,900,000)	(2,500,000)
Fair value at the End		3,500,000	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		5,670,000	0
Initial measurement on October 25, 2021	$ 8,295,000
Change in valuation inputs or other assumptions		(1,996,000)	(2,625,000)
Fair value at the End		$ 3,675,000	$ 5,670,000

Warrant liabilities - Additiona

Warrant liabilities - Additional Information (Details) - USD ($)	Mar. 31, 2022	Oct. 25, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	20,500,000
Warrant liability issuance costs	$ 491,000	$ 491,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	10,000,000
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant	$ 0.35		$ 0.54
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding	10,500,000

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021$ / sharesshares	Oct. 21, 2021shares	Mar. 31, 2021shares
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
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	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000	5,031,250	5,031,250