Onyx Acquisition Co. I (ONYX) 10-K 4 Apr 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	11 Months Ended
	Dec. 31, 2021	Apr. 01, 2022
Document Information Line Items
Entity Registrant Name	ONYX ACQUISITION CO. I
Trading Symbol	ONYX
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 262,119,500
Amendment Flag	false
Entity Central Index Key	0001849548
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41003
Entity Tax Identification Number	98-1584432
Entity Address, Address Line One	104 5th Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
City Area Code	(212)
Local Phone Number	974-2844
Title of 12(b) Security	Class A Ordinary Shares included as part of the Units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	Hartford, CT
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		26,450,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,612,500

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 781,709
Prepaid expense	474,867
Total current assets	1,256,576
Long-term prepaid expenses	391,603
Cash held in Trust Account	269,790,000
Total assets	271,438,179
Total Liabilities,
Accrued offering costs and expenses	589,486
Total current liabilities	589,486
Deferred underwriting commissions	11,270,000
Total liabilities	11,859,486
Commitments and Contingencies, (Note 6)
Class A ordinary shares subject to possible redemption, 26,450,000 shares at $10.20 redemption value at December 31, 2021	269,790,000
Shareholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 26,450,000 shares subject to possible redemption) at December 31, 2021
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,612,500 shares issued and outstanding	661
Additional paid-in capital
Accumulated deficit	(10,211,968)
Total shareholders’ deficit	(10,211,307)
Total Liabilities and Shareholders’ Deficit	$ 271,438,179

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, authorized	5,000,000
Preferred stock, issued
Preferred stock, outstanding
Class A Ordinary Shares
Class A ordinary shares subject to possible redemption, value	26,450,000
shares subject to possible redemption, shares at redemption value (in Dollars per share) | $ / shares	$ 10.2
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, authorized	500,000,000
Ordinary shares, issued
Ordinary shares, outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, authorized	50,000,000
Ordinary shares, issued	6,612,500
Ordinary shares, outstanding	6,612,500

Statement of Operations

Statement of Operations	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Loss from operations | $	$ (527,807)
Net loss | $	$ (527,807)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | shares	4,771,044
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ / shares	$ (0.05)
Basic and diluted weighted average shares outstanding,Class B ordinary shares | shares	5,913,766
Basic and diluted net loss per share, Class B ordinary shares | $ / shares	$ (0.05)

Statement of Changes in Stockho

Statement of Changes in Stockholder’s Deficit - 11 months ended Dec. 31, 2021 - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Balance at Dec. 31, 2021		$ 661		(10,211,968)	(10,211,307)
Balance (in Shares) at Dec. 31, 2021		6,612,500
Issuance of Class B ordinary Shares to initial shareholder		$ 661	24,339		25,000
Issuance of Class B ordinary Shares to initial shareholder (in Shares)		6,612,500
Issuance of Private Placement warrants, net of offering costs			12,157,464		12,157,464
Fair value of Public warrants, net of offering costs			8,879,022		8,879,022
Accretion of Class A ordinary shares subject to possible redemption			(21,060,825)	(9,684,161)	(30,744,986)
Accretion of Class A ordinary shares subject to possible redemption (in Shares)
Net loss				$ (527,807)	$ (527,807)

Statement of Cash Flows

Statement of Cash Flows	11 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (527,807)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account
Formation costs paid by related party	3,880
Changes in operating assets and liabilities:
Prepaid assets	(866,470)
Accounts payable and accrued expenses	416,194
Net cash used in operating activities	(974,203)
Cash flows from investing activities:
Investments held in Trust Account	(269,790,000)
Net cash used in investing activities	(269,790,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriters’ discount	259,900,000
Proceeds from issuance of Private Placement Warrants	12,190,000
Payment of Promissory Note-related party	(104,208)
Payment of deferred offering costs	(439,880)
Net cash provided by financing activities	271,545,912
Net change in cash	781,709
Cash, beginning of the period
Cash, end of period	781,709
Supplemental disclosure of cash flow information:
Deferred underwriters’ discount charged to additional paid-in capital	11,270,000
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	21,120
Offering costs paid under promissory note	$ 104,208

Organization and Business Opera

Organization and Business Operations	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Organization and General Onyx Acquisition Co. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 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 or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the search for a target business with which to consummate an initial Business Combination, and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Sponsor and Financing The Company’s sponsor is Onyx Acquisition Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated its IPO of 26,450,000 units (the “Units”), which includes the exercise of the underwriter’s option to purchase up to an additional 3,450,000 Units at the IPO price to cover over-allotments. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $264,500,000 (see Note 3). Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 12,190,000 Private Placement Warrants (including 690,000 Private Placement Warrants purchased in connection with the exercise of the underwriter’s over-allotment option) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $12,190,000. The Private Placement Warrants, which were purchased by the Sponsor and BTIG, are identical to the Public Warrants, except that if held by the Sponsor or BTIG or their permitted transferees, they are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. Additionally, the Private Placement Warrants held by BTIG are subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from November 2, 2021. Offering costs amounted to $16,608,500 consisting of $4,600,000 of underwriting commissions, $11,270,000 of deferred underwriting commissions, and $738,500 of other offering costs, and was all charged to shareholders’ deficit. Upon the closing of the IPO and the private placement, $269,790,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A ordinary shares sold in the IPO, at their redemption value of $10.20 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO, including the proceeds of the Private Placement Warrants, were be held in the Trust Account, located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; or (iii) absent the completing an initial Business Combination within 15 months from the closing of the IPO, the return of the funds held in the Trust Account to the public shareholders as part of the redemption of the public shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company is deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.20 per public share, or less than such amount in certain circumstances, on the liquidation of the Trust Account and the warrants will expire worthless. The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only 15 months from the closing of the IPO to consummate the initial Business Combination (the “Combination Period”). If the Company fails to consummate an initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. The Sponsor and each member of the Company’s management team have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to consummate an initial Business Combination within 15 months from the closing of the IPO (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame), and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Risks and Uncertainties The Company’s management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had cash of $781,709 in its operating bank account, and working capital of $667,090. The Company’s liquidity needs up to November 5,2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $104,808, which was paid in full on November 18, 2021 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, the Company is within 12 months of its mandatory liquidation as of the time of filing this 10K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, February 5, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying audited financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $781,709, and no cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company classifies its securities as held-to-maturity because it has the ability and intent to hold until maturity. The carrying value excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Value Gross Unrealized Loss) Fair Value Investments held in Trust Account $ 269,790,000 $ (39,000 ) $ 269,751,000 $ 269,790,000 $ (39,000 ) $ 269,751,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to surrender by the Sponsor. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, exceptper share amounts): For the Period from February 2, 2021 Class A Stock Class B Stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, as adjusted $ (235,679 ) $ (292,128 ) Denominator: Basic and diluted weighted average shares outstanding 4,771,044 5,913,766 Basic and diluted net loss per common share $ (0.05 ) $ (0.05 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes.” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $16,608,500 as a result of the IPO consisting of $4,600,000 of underwriting commissions, $11,270,000 of deferred underwriting commissions, and $738,500 of other offering costs, and was all charged to shareholders’ deficit. Ordinary Shares Subject to Possible Redemption All of the 26,450,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: December 31, Gross proceeds $ 264,500,000 Less: Proceeds allocated to Public Warrants (9,472,665 ) Class A ordinary shares issuance costs (15,982,321 ) Plus: Remeasurement adjustment on redeemable ordinary shares $ 30,744,986 Class A ordinary shares subject to possible redemption $ 269,790,000 Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 2, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	11 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On November 5, 2021, the Company sold 26,450,000 Units at a purchase price of $10.00 per Unit. Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO. Following the closing of the IPO on November 5, 2021, $269,790,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Private Placement

Private Placement	11 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 - Private Placement On November 5, 2021, simultaneously with the closing of the IPO the Company completed the private sale of 12,190,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor and BTIG, LLC (“BTIG”), generating gross proceeds to the Company of $12,190,000. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, (see Note 8). A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

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 19, 2021, the Sponsor paid $25,000, or approximately $0.002 per share, to cover certain offering costs in consideration for 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On July 2, 2021, the Sponsor surrendered 4,312,500 shares of Class B ordinary shares to the Company for no consideration resulting in 5,750,000 Class B ordinary shares outstanding. On October 4, 2021, the Sponsor transferred 30,000 Founder Shares to each of the Company’s three independent directors. On November 2, 2021, the Company issued an additional 862,500 Class B ordinary shares to the Sponsor by way of the application of amounts standing to the credit of the share premium account of the Company, resulting in there being an aggregate of 6,612,500 Class B ordinary shares outstanding, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the initial Public Offering. All share and per share amounts have been restated. The Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and officers with respect to any founder shares. Promissory Note — Related Party On February 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. This Note matured undrawn on June 30, 2021. On July 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “New Note”). This New Note is non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. In November 2021, the remaining outstanding balance of $104,808 was fully repaid. As of December 31, 2021, the Company had no borrowings under the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Fees Commencing on the date of this prospectus, an affiliate of the Sponsor will provide to members of the management team office space, secretarial and administrative services at no cost.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of the founder shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares issuable upon exercise of the private placement warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, BTIG or its designees may not exercise their demand and “piggy-back” registration rights after five years after the effective date of the registration statement of which this prospectus forms a part and may not exercise their demand rights on more than one occasion. Underwriter Agreement On November 5, 2021, the Company paid a cash underwriting commission of $0.20 per unit on the 23,000,000 units issued in the base offering for a total of $4,600,000. The underwriters are entitled to deferred underwriting commissions $0.40 per unit on the 23,000,000 units issued in the base offering and $0.60 per unit on the 3,450,000 overallotment units for a total of $11,270,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering.

Shareholders_ Equity

Shareholders’ Equity	11 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders’ Equity	Note 7 - Shareholders’ Equity Preference shares — Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. 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; and ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. The Company may not redeem the warrants when a holder may not exercise such warrants. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities in connection with the closing of an initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founder shares held by them 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 an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units to be sold in the IPO, except that the Private Placement Warrants and 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 a Business Combination, subject to certain limited exceptions. At December 31, 2021, the Company had 13,225,000 Public warrants and 12,190,000 Private Placement warrants outstanding.

Subsequent Events

Subsequent Events	11 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statement were issued require potential adjustment to or disclosure in the financial statement and did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $781,709, and no cash equivalents as of December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021, the Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company classifies its securities as held-to-maturity because it has the ability and intent to hold until maturity. The carrying value excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Carrying Value Gross Unrealized Loss) Fair Value Investments held in Trust Account $ 269,790,000 $ (39,000 ) $ 269,751,000 $ 269,790,000 $ (39,000 ) $ 269,751,000
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Financial Instruments	Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes.” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $16,608,500 as a result of the IPO consisting of $4,600,000 of underwriting commissions, $11,270,000 of deferred underwriting commissions, and $738,500 of other offering costs, and was all charged to shareholders’ deficit.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption All of the 26,450,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: December 31, Gross proceeds $ 264,500,000 Less: Proceeds allocated to Public Warrants (9,472,665 ) Class A ordinary shares issuance costs (15,982,321 ) Plus: Remeasurement adjustment on redeemable ordinary shares $ 30,744,986 Class A ordinary shares subject to possible redemption $ 269,790,000
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s 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 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 2, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Net Loss per Ordinary Share	Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to surrender by the Sponsor. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, exceptper share amounts): For the Period from February 2, 2021 Class A Stock Class B Stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, as adjusted $ (235,679 ) $ (292,128 ) Denominator: Basic and diluted weighted average shares outstanding 4,771,044 5,913,766 Basic and diluted net loss per common share $ (0.05 ) $ (0.05 )

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of excluding gross unrealized holding loss and fair value of held to maturity securities	Carrying Value Gross Unrealized Loss) Fair Value Investments held in Trust Account $ 269,790,000 $ (39,000 ) $ 269,751,000 $ 269,790,000 $ (39,000 ) $ 269,751,000
Schedule of basic and diluted net loss per common share	For the Period from February 2, 2021 Class A Stock Class B Stock Basic and diluted net income (loss) per common share Numerator: Allocation of net loss, as adjusted $ (235,679 ) $ (292,128 ) Denominator: Basic and diluted weighted average shares outstanding 4,771,044 5,913,766 Basic and diluted net loss per common share $ (0.05 ) $ (0.05 )
Schedule of class A ordinary shares reflected on the balance sheet are reconciled	December 31, Gross proceeds $ 264,500,000 Less: Proceeds allocated to Public Warrants (9,472,665 ) Class A ordinary shares issuance costs (15,982,321 ) Plus: Remeasurement adjustment on redeemable ordinary shares $ 30,744,986 Class A ordinary shares subject to possible redemption $ 269,790,000

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Nov. 05, 2021	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
IPO declaration, description.	On November 5, 2021, the Company consummated its IPO of 26,450,000 units (the “Units”), which includes the exercise of the underwriter’s option to purchase up to an additional 3,450,000 Units at the IPO price to cover over-allotments. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A ordinary shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $264,500,000 (see Note 3).
Generating total proceeds		$ 12,190,000
Offering costs amount		16,608,500
Underwriting commissions		4,600,000
Deferred underwriting commissions		11,270,000
Other offering costs		738,500
Private placement placed in a trust account		$ 269,790,000
Redemption value per share (in Shares)		10.2
Fair market value percentage		80.00%
Maturity days		185 days
Price per unit (in Dollars per share)	$ 0.2
Ordinary shares, par value (in Dollars per share)		$ 0.0001
Dissolution expense		$ 100,000
Agreement description		The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act.
Cash		$ 781,709
Working capital		667,090
Unsecured promissory note from sponsor		104,808
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Sponsor paid		$ 25,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Outstanding voting securities percentage		50.00%
Business combination redeem percentage		100.00%
Business Combination [Member] | Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Business combination redeem percentage		100.00%
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Number of units (in Shares)		12,190,000
Price per unit (in Dollars per share)		$ 1
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Number of units (in Shares)		690,000
Price per unit (in Dollars per share)		$ 0.6
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		10.2
Public Share [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		10.2
Public Share [Member] | Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10.2

Significant Accounting Polici_3

Significant Accounting Policies (Details)	11 Months Ended
	Dec. 31, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 781,709
Federal depository insurance coverage	$ 250,000
Capitalization and Amortization of Fuel Costs, Policy [Policy Text Block]	two
Receivables and Portions of Securitizations that can be Prepaid at Potential Loss, Policy [Policy Text Block]	two
Offering costs	$ 16,608,500
Underwriting commissions	4,600,000
Deferred underwriting commissions	11,270,000
Other offering costs	$ 738,500
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) [Line Items]
Ordinary shares (in Shares) | shares	26,450,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of excluding gross unrealized holding loss and fair value of held to maturity securities	11 Months Ended
	Dec. 31, 2021USD ($)
Carrying Value [Member]
Schedule of Held-to-maturity Securities [Line Items]
Investments held in Trust Account	$ 269,790,000
Total	269,790,000
Gross Unrealized Loss [Member]
Schedule of Held-to-maturity Securities [Line Items]
Investments held in Trust Account	(39,000)
Total	(39,000)
Fair Value [Member]
Schedule of Held-to-maturity Securities [Line Items]
Investments held in Trust Account	269,751,000
Total	$ 269,751,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted | $	$ (235,679)
Denominator:
Basic and diluted weighted average shares outstanding | shares	4,771,044
Basic and diluted net loss per common share | $ / shares	$ (0.05)
Class B Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted | $	$ (292,128)
Denominator:
Basic and diluted weighted average shares outstanding | shares	5,913,766
Basic and diluted net loss per common share | $ / shares	$ (0.05)

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected on the balance sheet are reconciled	11 Months Ended
	Dec. 31, 2021USD ($)
Schedule of class A ordinary shares reflected on the balance sheet are reconciled [Abstract]
Gross proceeds	$ 264,500,000
Less:
Proceeds allocated to Public Warrants	(9,472,665)
Class A ordinary shares issuance costs	(15,982,321)
Remeasurement adjustment on redeemable ordinary shares	30,744,986
Class A ordinary shares subject to possible redemption	$ 269,790,000

Initial Public Offering (Detail

Initial Public Offering (Details)	Nov. 05, 2021USD ($)$ / sharesshares
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares) | shares	26,450,000
Purchase price per share	$ 10
Initial business combination, description	Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO.
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Net proceeds (in Dollars) | $	$ 269,790,000
Price per unit	$ 10.2

Private Placement (Details)

Private Placement (Details)	Nov. 05, 2021USD ($)$ / sharesshares
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Private sale | shares	12,190,000
Purchase price per share | $ / shares	$ 1
Gross proceeds | $	$ 12,190,000
Class A Ordinary Shares [Member]
Private Placement (Details) [Line Items]
Ordinary shares issued | shares	1
Ordinary share price per share | $ / shares	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 02, 2021	Oct. 04, 2021	Jul. 02, 2021	Jul. 27, 2021	Feb. 19, 2021	Dec. 31, 2021	Nov. 30, 2021	Nov. 05, 2021
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)								$ 0.2
Founder shares		30,000
Price per share (in Dollars per share)						$ 0.0001
Loan amount (in Dollars)				$ 300,000	$ 300,000
Working capital loans (in Dollars)						$ 1,500,000
Convertible Warrant price (in Dollars per share)						$ 1
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid (in Dollars)					$ 25,000
Price per share (in Dollars per share)					$ 0.002
Founder Shares (in Dollars per share)					$ 0.0001
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Offering costs in consideration for founder shares					10,062,500
IPO [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance repaid (in Dollars)							$ 104,808
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor surrendered shares			4,312,500
Ordinary shares outstanding			5,750,000
Additional founder shares	862,500
Aggregate of founder shares outstanding	6,612,500
Ownership percentage	20.00%
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)						$ 12

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Nov. 05, 2021	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Price per unit	$ 0.2
Underwriting commission	$ 4,600,000
Additional price per unit		$ 0.4
Overallotment units		3,450,000
Payable underwriters amount		$ 11,270,000
Underwriter Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Units issued	23,000,000
Overallotment [Member]
Commitments and Contingencies (Details) [Line Items]
Price per unit		$ 0.6
Units issued		690,000
Units issued		23,000,000

Shareholders_ Equity (Details)

Shareholders’ Equity (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Shareholders’ Equity (Details) [Line Items]
Preference shares authorized	5,000,000
Preference stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares issued or outstanding description	At December 31, 2021, there were no preference shares issued or outstanding.
Subject to possible redemption	26,450,000
Warrants, description	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; and   ●if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
Public warrants (in Dollars) | $	$ 13,225,000
Private Placement (in Dollars) | $	$ 12,190,000
Business Combination [Member]
Shareholders’ Equity (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities in connection with the closing of an initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founder shares held by them 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 an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, authorized	500,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares issued
Ordinary shares, outstanding
Ordinary shares, percentage	20.00%
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, authorized	50,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares issued	6,612,500
Ordinary shares, outstanding	6,612,500