Hunt Companies Acquisition Corp I (HTAQ) 10-K 29 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 29, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-41029
Entity Registrant Name	Hunt Companies Acquisition Corp. I
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	85-2093703
Entity Address, Address Line One	4401 North Mesa Street
Entity Address, City or Town	El Paso
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	79902
City Area Code	915
Local Phone Number	533-1122
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float	$ 233,450,000
ICFR Auditor Attestation Flag	false
Entity Central Index Key	0001850038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum llp
Auditor Firm ID	688
Auditor Location	Los Angeles, CA
Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-half of one warrant
Trading Symbol	HTAQ.U
Security Exchange Name	NYSE
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	HTAQ
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Warrants included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units
Trading Symbol	HTAQ.WS
Security Exchange Name	NYSE
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
ASSETS
Cash	$ 874,119
Prepaid expenses	485,882
Total Current Assets	1,360,001
Investments held in Trust Account	233,453,007
Other assets	395,843
Total Assets	235,208,851
LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND AND SHAREHOLDERS' DEFICIT
Accounts Payable, Current	40,522
Advance from related party	1,015
Total Current Liabilities	41,537
Derivative warrant liabilities	10,013,500
Deferred Underwriting Commission	7,175,000
Total Liabilities	17,230,038
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value	233,453,007
Shareholders' deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(15,474,768)
Total Shareholders' Deficit	(15,474,193)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	235,208,851
Class A Ordinary shares Subject to Redemption
LIABILITIES, ORDINARY SHARES SUBJECT TO REDEMPTION AND AND SHAREHOLDERS' DEFICIT
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value	233,453,007
Class B Ordinary Shares
Shareholders' deficit:
Ordinary shares	$ 575

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Ordinary Shares
Ordinary shares, par value, (per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued	0
Ordinary shares, shares outstanding	0
Class B Ordinary Shares
Ordinary shares, par value, (per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	5,750,000
Ordinary shares, shares outstanding	5,750,000
Common stock subject to redemption
Temporary equity, shares issued	23,000,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)
STATEMENTS OF OPERATIONS
Administration fee - related party	$ 16,000
General and administrative	111,705
TOTAL EXPENSES	127,705
Investment income earned on investments held in Trust Account	3,007
Interest income earned on operating account	3
Transaction costs allocated to derivative warrant liabilities	(678,868)
Fair value of private placement warrants in excess of proceeds	(1,105,500)
Change in fair value of derivative warrants	13,562,000
TOTAL OTHER INCOME	11,780,642
Net income	$ 11,652,937

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 10 months ended Dec. 31, 2021 - USD ($)	Class B Ordinary SharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 01, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 01, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor	$ 575	24,425		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	5,750,000
Initial remeasurement adjustment of Class A ordinary shares to redemption value		$ (24,425)	(27,124,698)	(27,149,123)
Subsequent accretion of Class A ordinary shares to redemption value			3,007	3,007
Net income			11,652,937	11,652,937
Balance at the end at Dec. 31, 2021	$ 575		$ (15,474,768)	$ (15,474,193)
Balance at the end (in shares) at Dec. 31, 2021	5,750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from Operating Activities:
Net income	$ 11,652,937
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on investments held in Trust Account	(3,007)
Change in fair value of derivative warrants	(13,562,000)
Fair value of private placement warrants in excess of proceeds	1,105,500
Transaction costs allocated to derivative warrant liabilities	678,868
Changes in operating assets and liabilities:
Prepaid expenses	(881,725)
Accounts payable and accrued expenses	41,537
Net cash used in operating activities	(967,890)
Cash Flows From Investing Activities:
Cash deposited into Trust Account	(233,450,000)
Net Cash Used in Investing Activities	(233,450,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units in Public Offering, net of underwriting fee	225,900,000
Proceeds from sale of Private Placement Warrants	10,050,000
Repayment of related party advances	(55,146)
Proceeds from note payable - Sponsor	175,000
Repayment of note payable - Sponsor	(175,000)
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Cash paid for offering cost	(627,845)
Net Cash Provided By Financing Activities	235,292,009
Net change in cash	874,119
Cash at end of period	874,119
Supplemental disclosure of non-cash financing activities:
Stock issuance costs paid by related party	55,146
Change in value of Class A ordinary shares subject to possible redemption	27,149,123
Subsequent accretion of Class A ordinary shares to redemption value	3,007
Deferred underwriting fee payable	$ 7,175,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	10 Months Ended
	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hunt Companies Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands on March 2, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 March 2, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 8, 2021. On November 12, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 9,000,000 warrants (the “Private Placement Warrants”), allocating 8,125,000 warrants to Hunt Companies Sponsor LLC (the “Sponsor”) and 875,000 warrants to the underwriter, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,000,000. On November 12, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the exercise of the over-allotment option, the Sponsor and the underwriter purchased an additional 1,050,000 Private Placement Warrants, allocating 900,000 warrants to Sponsor and 150,000 warrants to the underwriter, at a purchase price of $1.00 per warrant for total gross proceeds of $1,050,000. As of November 12, 2021, transaction costs amounted to $11,957,991 consisting of $4,100,000 of underwriting fees, $7,175,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)) and $682,991 of other costs related to the Initial Public Offering. Cash of $1,869,860 was held outside of the Trust Account on November 12, 2021 and was available for working capital purposes. As described in Note 6, the $7,175,000 deferred underwriting fees are contingent upon the consummation of the Business Combination within 12 months (or 18 months if extended) from the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on November 12, 2021, an amount of $233,450,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) ( excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in the Trust Account. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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. 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 $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend. The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre- business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 12 months (or 18 months if extended) from the closing of the Initial Public Offering (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 The holders of the Founder Shares have agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2021, the Company had investments held in the Trust Account of $233,453,007 principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of December 31, 2021, the Company had a working capital of approximately $1.3 million, current liabilities of approximately $41,500 $874,000 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 Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an initial business combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the IPO. If the Company is unable to complete an initial business combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the IPO, 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, and subject to having lawfully available funds therefore, 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 trust account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to their deferred underwriting commissions and the Company’s officers and directors have agreed, and any persons who may become officers and directors prior to the initial business combination will agree, to waive their rights to any amounts held in the Trust Account in the event the Company does not complete an initial business combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the IPO and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the Company is unable to complete its Business Combination because the Company does not have sufficient funds available, it will be forced to cease operations and liquidate the trust account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 statements 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 statements in conformity with US 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 statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, 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. Investments held in Trust Account At December 31, 2021, the Company had $233.5 million in treasury securities held in the Trust Account. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $27.1 million. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Offering costs allocated to Class A ordinary shares ​ 11,279,122 Proceeds allocated to Public Warrants ​ (12,420,000) ​ ​ (23,699,123) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 27,149,122 Subsequent accretion of Class A ordinary shares to redemption value ​ 3,007 Class A ordinary shares subject to possible redemption ​ $ 233,453,007 ​ Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per ordinary share 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. The warrants are exercisable to purchase 21,550,000 Class A ordinary shares in the aggregate. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period March 2, 2021 ​ ​ (Inception) Through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income ​ $ 4,567,951 ​ $ 7,084,986 Denominator: ​ ​ Basic and diluted weighted average shares outstanding ​ 3,707,237 ​ 5,750,000 Basic and diluted net income per ordinary share ​ $ 1.23 ​ $ 1.23 ​ Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. 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 ASC Topic 815, “Derivatives and Hedging.” Fair Value Measurement” Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on March 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	10 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3- INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. On November 9, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	10 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENTS	NOTE 4 - PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 9,000,000 warrants ( the “Private Placement Warrants”) allocating 8,125,000 warrants to the Sponsor and 875,000 warrants to the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,000,000. On November 9, 2021, the underwriters exercised the over-allotment option. In connection with the exercise of the over-allotment option, the Sponsor and the underwriter purchased an additional 1,050,000 Private Placement Warrants, allocating 900,000 warrants to Sponsor and 150,000 warrants to the underwriter, at a purchase price of $1.00 per warrant for total gross proceeds of $1,050,000. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. 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 an Initial Business Combination, subject to certain exceptions.

RELATED PARTIES

RELATED PARTIES	10 Months Ended
	Dec. 31, 2021
RELATED PARTIES
RELATED PARTIES	NOTE 5 - RELATED PARTIES Founder Shares On March 8, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the exercise of the underwriters’ overallotment option, these shares are no longer subject to forfeiture. On March 10, 2021 and March 12, 2021, the Sponsor transferred 25,000 founder shares to a director and each of our director nominees, resulting in our sponsor holding 5,650,000 founder shares. At the date of transfer, the value of these shares was de minimus. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock 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. Administrative Services Agreement Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the period ended December 31, 2021, the Company incurred $16,000 pursuant to the administrative services agreement. The balance remained outstanding at December 31, 2021 and is presented in accounts payable and accrued expenses on the accompanying balance sheet. Due to Related Party A related party paid certain offering costs and operating costs on behalf of the Company. These advances are due on demand and are non-interest bearing. As of December 31, 2021, there was $1,015 due to the related party for operating costs. Promissory Note — Related Party On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. During the period ended December 31, 2021, the Company borrowed a total of $175,000 under the Promissory Note. As of December 31, 2021, the amounts outstanding under the Promissory Note were paid in full. Related Party Loans 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	10 Months Ended
	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 —COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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. Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Purchase of units by an affiliate of our Sponsor An affiliate of our Sponsor purchased an aggregate of 2,500,000 units at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. The underwriters did not receive any underwriting discounts or commissions on these units. The Company will retain the amount of the underwriting discounts or commissions that otherwise would have been payable on these units as working capital following the closing of the IPO and such units (and their constituent shares and warrants) will not be subject to the restrictions on transfer applicable to the Founder Shares and private placement warrants. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter is entitled to a cash underwriting discount of $0.20 per Unit, or $4,100,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,175,000 in the aggregate. 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 a Business Combination, subject to the terms of the underwriting agreement. The underwriters will not receive any underwriting discounts or commissions on Units purchased by an affiliate our Sponsor. On November 12, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	10 Months Ended
	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7 – SHAREHOLDERS’ DEFICIT Preferred Shares outstanding Class A Ordinary Shares issued Class B Ordinary Shares — issued Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

WARRANTS LIABILITIES

WARRANTS LIABILITIES	10 Months Ended
	Dec. 31, 2021
WARRANTS LIABILITIES
WARRANTS LIABILITIES	NOTE 8 - WARRANTS LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period to each warrant holder ; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30- day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders . If and when the Public warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares ; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and ● if, and only if, the last reported sale price of our Class A ordinary shares is less than $18.00 per Class A ordinary share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders . If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue 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 or holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares or such affiliates, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company will account for the 21,550,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 10,050,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. This derivative liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Upon issuance of the derivative warrants, the Company recorded a derivative liability of $23,575,500 on the balance sheet. The fair value of the Private Placement Warrants exceeded the proceeds received from the Private Placement of the Private Placement Warrants, and the Company recorded a charge of $1,105,500.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	10 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 - FAIR VALUE MEASUREMENTS 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 table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Cash held in Trust Account ​ 1 ​ $ 233,453,007 Liabilities: Warrant liability - Private Placement Warrants 2 ​ 4,723,500 Warrant liability- Public Warrants ​ 1 ​ ​ 5,290,000 ​ ​ ​ ​ $ 10,013,500 ​ The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at their inception due to the use of unobservable inputs. As of December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of December 31, 2021, the Company used a Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at December 31, 2021 to estimate the volatility for the Private Placement Warrants. As of December 31, 2021, the Private Placement Warrants were classified within Level 2 of the Fair Value Hierarchy due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 ​ Inputs Total Balance, March 2, 2021 ​ $ — Derivative liabilities recorded on issuance of derivative warrants ​ 23,575,500 Transfer of Public Warrants to Level 1 measurement ​ (5,290,000) Transfer of Private Placement Warrants to Level 2 measurement ​ (4,723,500) Change in fair value of derivative liabilities ​ (13,562,000) Balance, December 31, 2021 ​ $ — ​ During the period ended December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ November 12, ​ December 31, ​ ​ 2021 2021 Risk-free interest rate ​ 0.53 % 0.14 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying shares 22.0 % 10.5 % Dividends 0.0 % 0 % Probability of Business Combination 80 % 80 % ​ As of December 31, 2021, the derivative warrant liabilities were $10,013,500. For the period ended December 31, 2021, the Company recorded a gain of $13,562,000 on the change in fair value of the derivative warrant liabilities on the statement of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	10 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 statements 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 statements in conformity with US 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 statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, 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.
Investments held in Trust Account	Investments held in Trust Account At December 31, 2021, the Company had $233.5 million in treasury securities held in the Trust Account.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering
Class A Ordinary Shares Subject to Possible Redemption	Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $27.1 million. At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Offering costs allocated to Class A ordinary shares ​ 11,279,122 Proceeds allocated to Public Warrants ​ (12,420,000) ​ ​ (23,699,123) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 27,149,122 Subsequent accretion of Class A ordinary shares to redemption value ​ 3,007 Class A ordinary shares subject to possible redemption ​ $ 233,453,007
Net Income per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. The calculation of diluted income per ordinary share 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. The warrants are exercisable to purchase 21,550,000 Class A ordinary shares in the aggregate. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period March 2, 2021 ​ ​ (Inception) Through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income ​ $ 4,567,951 ​ $ 7,084,986 Denominator: ​ ​ Basic and diluted weighted average shares outstanding ​ 3,707,237 ​ 5,750,000 Basic and diluted net income per ordinary share ​ $ 1.23 ​ $ 1.23
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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.
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 ASC Topic 815, “Derivatives and Hedging.” Fair Value Measurement”
Warrant Instruments	Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on March 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Class A ordinary shares classified as temporary equity	At December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ Offering costs allocated to Class A ordinary shares ​ 11,279,122 Proceeds allocated to Public Warrants ​ (12,420,000) ​ ​ (23,699,123) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 27,149,122 Subsequent accretion of Class A ordinary shares to redemption value ​ 3,007 Class A ordinary shares subject to possible redemption ​ $ 233,453,007
Reconciliation of Net Loss per Common Share	The following table reflects the calculation of basic and diluted net income per ordinary share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period March 2, 2021 ​ ​ (Inception) Through ​ ​ December 31, 2021 ​ Class A Class B Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income ​ $ 4,567,951 ​ $ 7,084,986 Denominator: ​ ​ Basic and diluted weighted average shares outstanding ​ 3,707,237 ​ 5,750,000 Basic and diluted net income per ordinary share ​ $ 1.23 ​ $ 1.23

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	10 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Cash held in Trust Account ​ 1 ​ $ 233,453,007 Liabilities: Warrant liability - Private Placement Warrants 2 ​ 4,723,500 Warrant liability- Public Warrants ​ 1 ​ ​ 5,290,000 ​ ​ ​ ​ $ 10,013,500
Schedule of company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description ​ Level 2021 Cash held in Trust Account ​ 1 ​ $ 233,453,007 Liabilities: Warrant liability - Private Placement Warrants 2 ​ 4,723,500 Warrant liability- Public Warrants ​ 1 ​ ​ 5,290,000 ​ ​ ​ ​ $ 10,013,500
Schedule of change in the fair value of the warrant liabilities	The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 ​ Inputs Total Balance, March 2, 2021 ​ $ — Derivative liabilities recorded on issuance of derivative warrants ​ 23,575,500 Transfer of Public Warrants to Level 1 measurement ​ (5,290,000) Transfer of Private Placement Warrants to Level 2 measurement ​ (4,723,500) Change in fair value of derivative liabilities ​ (13,562,000) Balance, December 31, 2021 ​ $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	During the period ended December 31, 2021, the fair value of the derivative feature of the Private Placement Warrants was calculated using the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ ​ November 12, ​ December 31, ​ ​ 2021 2021 Risk-free interest rate ​ 0.53 % 0.14 % Expected life of grants 5.0 years 5.0 years Expected volatility of underlying shares 22.0 % 10.5 % Dividends 0.0 % 0 % Probability of Business Combination 80 % 80 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Nov. 12, 2021USD ($)$ / sharesshares	Nov. 09, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)itemshares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination, minimum number of businesses | item			1
Gross Proceeds			$ 225,900,000
Cash held outside the Trust Account			$ 874,119
Threshold period to complete business combination from closing of public offering			12 months
Threshold period to complete business combination from closing of public offering, if opted to extend the period			18 months
Condition for future business combination use of proceeds, percentage			80
Condition for future business combination threshold percentage of ownership			50
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Redemption period upon closure			10 days
Maximum allowed dissolution expenses			$ 100,000
Working Capital			$ 1,300,000
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	3,000,000
Cash held outside the Trust Account	$ 1,869,860
Payments for investment of cash in Trust Account	$ 233,450,000
Payments for investment of cash in Trust Account, per unit | $ / shares	$ 10.15
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares			3,000,000
Underwriting fees			$ 4,100,000
Deferred underwriting fee payable			$ 7,175,000
Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	20,000,000
Gross Proceeds	$ 200,000,000
Purchase price, per unit | $ / shares	$ 10
Transaction Costs	$ 11,957,991
Underwriting fees	4,100,000
Deferred underwriting fee payable	7,175,000
Other offering costs	$ 682,991
Private Placement | Private Placement Warrants | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares	9,000,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 9,000,000
Private Placement | Private Placement Warrants | Sponsor | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares	8,125,000
Private Placement | Private Placement Warrants | Underwriter | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares	875,000
Over-allotment option | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	3,000,000
Gross Proceeds	$ 30,000,000
Purchase price, per unit | $ / shares	$ 10
Over-allotment option | Private Placement Warrants | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares		1,050,000
Price of warrant | $ / shares		$ 1
Proceeds from sale of Private Placement Warrants		$ 1,050,000
Over-allotment option | Private Placement Warrants | Sponsor | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares		900,000
Over-allotment option | Private Placement Warrants | Underwriter | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants | shares		150,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2021	Nov. 12, 2021
Deferred offering costs		$ 682,991
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Reconciliation (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Temporary Equity [Line Items]
Gross proceeds	$ 25,000
Offering costs allocated to Class A ordinary shares	627,845
Proceeds allocated to Public Warrants	(12,420,000)
Net proceeds	23,699,123
Remeasurement adjustment of carrying value to redemption value	27,149,122
Subsequent accretion of Class A ordinary shares to redemption value	3,007
Class A ordinary shares subject to possible redemption	233,453,007
Class A Ordinary shares Subject to Redemption
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption	$ 233,453,007

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A Ordinary Shares
Adjusted net loss | $	$ 4,567,951
Weighted average shares outstanding, basic | shares	3,707,237
Weighted average shares outstanding, diluted | shares	3,707,237
Basic net loss per common share, basic | $ / shares	$ 1.23
Diluted net loss per common share, diluted | $ / shares	$ 1.23
Class B Ordinary Shares
Adjusted net loss | $	$ 7,084,986
Weighted average shares outstanding, basic | shares	5,750,000
Weighted average shares outstanding, diluted | shares	5,750,000
Basic net loss per common share, basic | $ / shares	$ 1.23
Diluted net loss per common share, diluted | $ / shares	$ 1.23

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Nov. 12, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Gross Proceeds		$ 225,900,000
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		3,000,000
Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued	20,000,000
Purchase price, per unit	$ 10
Gross Proceeds	$ 200,000,000
Initial Public Offering | Public Warrants | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Over-allotment option | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,000,000
Purchase price, per unit	$ 10
Gross Proceeds	$ 30,000,000
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Ordinary shares, par value, (per share)		$ 0.0001
Class A Ordinary Shares | Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Ordinary shares, par value, (per share)	$ 0.0001
Number of shares in a unit	1
Class A Ordinary Shares | Initial Public Offering | Public Warrants | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - Private Placement Warrants - Subsequent Event - USD ($)	Nov. 12, 2021	Nov. 09, 2021
Subsidiary, Sale of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants		1,050,000
Price of warrants		$ 1
Proceeds from sale of Private Placement Warrants		$ 1,050,000
Exercise price of warrant		$ 1
Over-allotment option | Sponsor
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants		900,000
Over-allotment option | Underwriter
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants		150,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants	9,000,000
Price of warrants	$ 1
Proceeds from sale of Private Placement Warrants	$ 9,000,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants	8,125,000
Private Placement | Underwriter
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants	875,000

RELATED PARTIES - Founder Share

RELATED PARTIES - Founder Shares (Details) - Founder Shares	Mar. 15, 2021shares	Mar. 08, 2021USD ($)shares	Dec. 31, 2021D$ / shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Class B Ordinary Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture		750,000
Sponsor
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Number of shares transferred to director and each of director nominees by sponsor	25,000
Aggregate number of shares owned	5,650,000
Sponsor | Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Aggregate purchase price | $		$ 25,000

RELATED PARTIES - Additional In

RELATED PARTIES - Additional Information (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 08, 2021
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 175,000
Stock issuance costs paid by related party	55,146
Advance from related party	1,015
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans convertible into warrants	$ 2,000,000
Price of warrant	$ 1
Outstanding working capital loans	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Nov. 12, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		3
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Underwriting cash discount per unit | $ / shares	$ 10
Aggregate underwriter cash discount	$ 30,000,000
Number of units issued | shares	3,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Underwriting option period		45 days
Cash underwriting discount per unit | $ / shares		$ 0.20
Underwriting fees		$ 4,100,000
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable		$ 7,175,000
Number of units issued | shares		3,000,000
Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Underwriting fees	$ 4,100,000
Deferred underwriting fee payable	$ 7,175,000
Number of units issued | shares	20,000,000
Over-allotment option | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	3,000,000

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details)	Dec. 31, 2021$ / sharesshares
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	5,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	10 Months Ended
	Dec. 31, 2021Vote$ / sharesshares
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0
Common shares, shares outstanding (in shares)	0
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	5,750,000
Common shares, shares outstanding (in shares)	5,750,000
Ratio to be applied to the stock in the conversion	20
Conversion of Stock, Shares Issued	1
Common stock subject to redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	23,000,000

WARRANTS LIABILITIES (Details)

WARRANTS LIABILITIES (Details)	10 Months Ended
	Dec. 31, 2021Ditem$ / sharesshares
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Warrants | Initial Public Offering
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	21,550,000
Private Placement Warrants | Initial Public Offering
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	10,050,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant | item	20
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants | Initial Public Offering
Class of Warrant or Right [Line Items]
Warrants outstanding | shares	11,500,000
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Redemption period	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10
Warrant redemption condition minimum share price scenario two	18
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2021USD ($)
Assets:
Marketable securities held in Trust Account	$ 233,453,007
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	10,013,500
Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	5,290,000
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warranty liability	$ 4,723,500

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warranty liability	$ 10,013,500
Change in fair value of derivative warrants	(13,562,000)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liabilities recorded on issuance of derivative warrants	23,575,500
Transfer of Public Warrants to Level 1 measurement	(5,290,000)
Transfer of Private Placement Warrants to Level 2 measurement	(4,723,500)
Change in fair value of warrant liabilities	$ 13,562,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021	Nov. 12, 2021
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.5	22
Probability of completing a Business Combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	80	80
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.14	0.53
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0