Cover Page
Cover Page - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Ascendant Digital Acquisition Corp. III | ||
Entity Central Index Key | 0001850316 | ||
Entity File Number | 001-41036 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | E9 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 667 Madison Avenue | ||
Entity Address, Address Line Two | 5th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10065 | ||
City Area Code | 212 | ||
Local Phone Number | 209-6126 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | ACDI | ||
Security Exchange Name | NYSE | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | ACDI.U | ||
Security Exchange Name | NYSE | ||
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | ACDI WS | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 30,000,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,500,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 831,432 |
Prepaid expenses | 970,696 |
Total current assets | 1,802,128 |
Investments held in Trust Account | 306,016,692 |
Total Assets | 307,818,820 |
Current liabilities: | |
Accounts payable | 27,416 |
Accounts payable—related party | 18,898 |
Accrued expenses | 119,732 |
Total current liabilities | 166,046 |
Derivative warrant liabilities | 18,285,000 |
Deferred underwriting commissions | 10,500,000 |
Total liabilities | 28,951,046 |
Commitments and Contingencies | |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (27,132,976) |
Total shareholders' deficit | (27,132,226) |
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders' Deficit | 307,818,820 |
Common Class A [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, $0.0001 par value, 30,000,000 shares at redemption value of $10.20 per share | 306,000,000 |
Shareholders' Deficit: | |
Common Stock, Value, Issued | 0 |
Common Class B [Member] | |
Shareholders' Deficit: | |
Common Stock, Value, Issued | $ 750 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Temporary equity, par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity, shares issued | 30,000,000 |
Temporary equity, redemption price per share | $ / shares | $ 10.20 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common stock shares issued | 7,500,000 |
Common stock shares outstanding | 7,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 206,736 |
Administrative expenses—related party | 10,000 |
Loss from operations | (216,736) |
Other income (expenses): | |
Change in fair value of derivative warrant liabilities | (2,066,681) |
Offering costs—derivative warrant liabilities | (448,591) |
Income from investments held in Trust Account | 16,692 |
Net loss | (2,715,316) |
Common Class A [Member] | |
Other income (expenses): | |
Net loss | $ (1,098,561) |
Basic and diluted weighted average shares | shares | 4,462,025 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.25) |
Common Class B [Member] | |
Other income (expenses): | |
Net loss | $ (1,616,755) |
Basic and diluted weighted average shares | shares | 6,566,772 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.25) |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholder's Equity - 10 months ended Dec. 31, 2021 - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] |
Beginning Balance at Feb. 18, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance, shares at Feb. 18, 2021 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,250 | 0 | $ 0 | $ 750 | ||
Issuance of Class B ordinary shares to Sponsor, shares | 0 | 7,503,750 | |||||
Excess cash received over the fair value of the private warrants | 4,461,861 | 4,461,861 | |||||
Forfeiture of Class B ordinary shares | 0 | 0 | 0 | $ 0 | $ 0 | ||
Forfeiture of Class B ordinary shares, Shares | 0 | (3,750) | |||||
Accretion of Class A ordinary shares subject to possible redemption amount | (28,903,771) | $ (28,903,771) | (4,486,111) | (24,417,660) | |||
Net loss | (2,715,316) | $ (1,098,561) | $ (1,616,755) | (2,715,316) | |||
Balance Ending at Dec. 31, 2021 | $ (27,132,226) | $ 0 | $ (27,132,976) | $ 0 | $ 750 | ||
Balance Ending, shares at Dec. 31, 2021 | 0 | 7,500,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,715,316) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Income from investments held in Trust Account | (16,692) |
Change in fair value of derivative warrant liabilities | 2,066,681 |
Offering costs—derivative warrant liabilities | 448,591 |
Changes in operating assets and liabilities | |
Prepaid expenses | (945,696) |
Accounts payable | 27,416 |
Accounts payable—related party | 18,898 |
Accrued expenses | 119,732 |
Net cash used in operating activities | (996,386) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (306,000,000) |
Net cash used in investing activities | (306,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 164,812 |
Repayment of note payable to related party | (164,812) |
Proceeds received from Initial Public Offering, gross | 300,000,000 |
Proceeds from private placement | 11,500,000 |
Offering costs paid | (3,672,182) |
Net cash provided by financing activities | 307,827,818 |
Net change in cash | 831,432 |
Cash—beginning of the period | 0 |
Cash—end of the period | 831,432 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred underwriting commissions in connection with the Initial Public Offering | 10,500,000 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 10 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations and Liquidity Ascendant Digital Acquisition Corp. III (the “Company”) was incorporated in the Cayman Islands on February 19, 2021. The Company is a blank check company formed for the purpose of entering into a business combination. The Company is not limited to a particular industry or geographic region 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 through December 31, 2021, relates to the Company’s formation and Initial Public Offering, which is described below and, since the offering, the search for a prospective initial Business combination. The Company will not generate any operating revenues until after the completion of its initial Business combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 10, 2021. On November 15, 2021, the Company consummated the sale of 26,100,000 units (“Units”) with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $261,000,000, which is discussed in Note 3. The Company Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,330,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Ascendant Sponsor LP III (the “Sponsor”) generating gross proceeds of $10,330,000. Additionally with the closing of the Initial Public Offering, the Company consummated the closing of the sale of 3,900,000 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $39,000,000. Since the underwriters only partially exercised their over-allotment option, on November 15, 2021 the Sponsor forfeited 3,750 shares for no consideration. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 1,170,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $1,170,000. Offering costs for the Initial Public Offering and the exercise of the underwriters’ over-allotment option amounted to $14,172,182, consisting of $3,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $672,182 of other costs. As described in Note 6, the $10,500,000 of deferred underwriting fee payable is contingent upon the consummation of a business combination by February 15, 2023, subject to the terms of the underwriting agreement. Following the closing of the Initial Public Offering and partial exercise of the over-allotment, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will 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 180 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of 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 the 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 having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, 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 sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a business combination. 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 upon the completion of a business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. 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 certificate of incorporation. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption ASC 470-20. The ASC 480-10-S99. If 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. If the Company seeks shareholder approval of the business combination, the Company will proceed with a business combination if a majority of the 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 its Certificate of Incorporation, 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, the Certificate of Incorporation provides 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% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a business combination by February 15, 2023, 15 months from the closing of the Initial Public Offering (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a business combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the Combination Period. The underwriters have agreed to waive their 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters 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 the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern At December 31, 2021, the Company had cash of approximately $831,000 and working capital of approximately $1.6 million. The Company’s liquidity needs up to December 31, 2021 had been satisfied through the cash receipt of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5), and loan from the related party of approximately $153,396 under the Note (as defined in Note 5). The Company repaid the Note in full on November 11, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment, and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2021, there were no amounts outstanding under Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had no cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at The Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current 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 in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the Initial Public Offering and over-allotment feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, 30,000,000 Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in As of December 31, 2021, the shares of Class A ordinary shares reflected on the balance sheet are reconciled on the following table: Gross proceeds from Initial Public Offering $ 300,000,000 Less: Fair value of Public Warrants at issuance (9,180,181 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,723,590 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,903,771 Class A ordinary share subject to possible redemption $ 306,000,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 340-10-S99-1. non-operating non-current Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB 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. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 19, 2021 (inception) through 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. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 26,500,000 Class A ordinary shares in the calculation of diluted loss per share since their exercise is contingent upon future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period from February 19, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Period from February 19, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,098,561 ) $ (1,616,755 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 4,462,025 6,566,772 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 at The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On November 15, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, including 3,900,000 units as a result of the partial exercise by the underwriters of their over-allotment option , at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $14.2 million, of which approximately $10.5 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half |
Private Placement Warrants
Private Placement Warrants | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants On November 15, 2021, simultaneously with the consummation of the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 11,500,000 Private Placement Warrants in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $11,500,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units will be added to the proceeds from the Proposed Public Offering to be 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 24, 2021, the Sponsor purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 23, 2021, the Sponsor surrendered 1,437,500 founder shares to the Company for cancellation for no consideration creating a total of 7,187,500 founder shares to be outstanding. In March 2021, the Sponsor transferred an aggregate of 230,000 founder shares to members of the Company’s board of directors and the Company’s advisory board, resulting in the Sponsor holding 6,957,500 founder shares. On November 9, 2021, the Company effected a share capitalization of 316,250 founder shares, resulting in our sponsor holding 7,273,750 founder shares (for an aggregate of 7,503,750 founder shares of which up to 978,750 of which were subject to forfeiture if the underwriters’ over-allotment option is not exercised in full). Since the underwriters only partially exercised their over-allotment option, on November 15, 2021 the Sponsor forfeited 3,750 shares for no consideration. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial business combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $1.00 per warrant. The units would be identical to the Private Placement Units. As of December 31, 2021, there were no Working Capital Loans outstanding. Administrative Services Agreement On November 9, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company until the earlier of the consummation of a business combination or liquidation. In addition, the Sponsor, officers and directors, and any of their respective affiliates will be reimbursed for any out- of-pocket Due to related party During the period from February 19, 2021 (inception) through December 31, 2021, the Company’s Sponsor paid approximately $19,000 of expenses on behalf of the Company. As of December 31, 2021, outstanding balance for such expenses were approximately $19,000, included in due to related party in current liabilities, on the accompanying balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were paid a cash underwriting discount of $0.10 per unit on the offering not including the Units issued with the underwriter’s exercise of their over-allotment option, or $3,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $10,500,000 from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a business combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues evaluating the impact of the COVID-19 pandemic |
Shareholders' Deficit
Shareholders' Deficit | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary shares — Class B Ordinary shares — Shareholders of the ordinary shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B ordinary shares will have the right to appoint all of the Company’s directors prior to the consummation of the initial business combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a single class, except as required by applicable law or stock exchange rule. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the initial business combination on a one-for-one basis, an as-converted basis, |
Warrants
Warrants | 10 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8 — Warrants As of December 31, 2021, the Company has 15,000,000 Public Warrants and 11,500,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a business combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completion of a business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of ordinary shares 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 with respect to the ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. 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 the exercising holder, or an exemption is available. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30- trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption Except as set forth below, none of the private placement warrants will be redeemable by the Company so long as they are held by the Company’s sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 Once the warrants become exercisable, the Company may call redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities— Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants”; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Any redemption of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Shareholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the shares of Ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a business combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so The exercise price and number of shares of Ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of 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 share of Ordinary shares (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 initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 the Company’s Ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Ordinary shares or equity-linked securities. |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account $ 306,016,692 $ — $ — Liabilities: Derivative warrant liabilities—Public warrant $ — $ — $ 10,350,000 Derivative warrant liabilities—Private warrant $ — $ — $ 7,935,000 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the accompanying statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as of December 31, 2021: As of December 31, Exercise price $ 11.50 Volatility 10.80 % Stock price $ 9.81 Expected life of the options to convert 5.86 Risk-free rate 1.33 % Dividend yield 0.00 % Probability of business combination 90.00 % The change in the fair value of the Level 3 warrant liabilities for the period from February 19, 2021 (inception) to December 31, 2021, is summarized as follows: Derivative warrant liabilities at February 19, 2021 (inception) $ — Issuance of Public and Private Warrants 16,218,319 Change in fair value of derivative warrant liabilities 2,066,681 Derivative warrant liabilities at December 31, 2021 $ 18,285,000 |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
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 on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had no cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at The Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current |
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 in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the Initial Public Offering and over-allotment feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, 30,000,000 Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in As of December 31, 2021, the shares of Class A ordinary shares reflected on the balance sheet are reconciled on the following table: Gross proceeds from Initial Public Offering $ 300,000,000 Less: Fair value of Public Warrants at issuance (9,180,181 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,723,590 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,903,771 Class A ordinary share subject to possible redemption $ 306,000,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 340-10-S99-1. non-operating non-current |
Income Taxes | Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB 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. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 19, 2021 (inception) through 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. 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 26,500,000 Class A ordinary shares in the calculation of diluted loss per share since their exercise is contingent upon future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period from February 19, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Period from February 19, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,098,561 ) $ (1,616,755 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 4,462,025 6,566,772 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 at The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciled Balance Sheet Class A Ordinary Shares | As of December 31, 2021, the shares of Class A ordinary shares reflected on the balance sheet are reconciled on the following table: Gross proceeds from Initial Public Offering $ 300,000,000 Less: Fair value of Public Warrants at issuance (9,180,181 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (13,723,590 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,903,771 Class A ordinary share subject to possible redemption $ 306,000,000 |
Summary Of Basic and Diluted Net Loss Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares: For the Period from February 19, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,098,561 ) $ (1,616,755 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 4,462,025 6,566,772 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account $ 306,016,692 $ — $ — Liabilities: Derivative warrant liabilities—Public warrant $ — $ — $ 10,350,000 Derivative warrant liabilities—Private warrant $ — $ — $ 7,935,000 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the accompanying statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs as of December 31, 2021: As of December 31, Exercise price $ 11.50 Volatility 10.80 % Stock price $ 9.81 Expected life of the options to convert 5.86 Risk-free rate 1.33 % Dividend yield 0.00 % Probability of business combination 90.00 % |
Summary of Fair Value of the Level 3 Warrant Liabilities | The change in the fair value of the Level 3 warrant liabilities for the period from February 19, 2021 (inception) to December 31, 2021, is summarized as follows: Derivative warrant liabilities at February 19, 2021 (inception) $ — Issuance of Public and Private Warrants 16,218,319 Change in fair value of derivative warrant liabilities 2,066,681 Derivative warrant liabilities at December 31, 2021 $ 18,285,000 |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Nov. 09, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance initial public offering | $ 300,000,000 | $ 300,000,000 | |
Proceeds from issuance of private placement | 11,500,000 | ||
Stock issued during period, value, new issues | 25,000 | ||
Offering costs | 3,672,182 | ||
Payments to acquire restricted investments | $ 306,000,000 | ||
Sale of stock, price per share | $ 10.20 | ||
Restricted Investments Term | 180 days | ||
Minimum net worth required for compliance | $ 5,000,001 | ||
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | ||
Dissolution expense | $ 100,000 | ||
Minimum share price of the residual assets remaining available for distribution | $ 10.20 | ||
Cash | $ 831,432 | ||
Net Working Capital | 1,600,000 | ||
Repayment of note payable to related party | 164,812 | ||
Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Repayment of note payable to related party | 153,396 | ||
Founder Shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares issued, shares, share-based payment arrangement, forfeited | 978,750 | ||
Founder Shares [Member] | Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, value, new issues | $ 25,000 | ||
Shares issued, shares, share-based payment arrangement, forfeited | 3,750 | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of fair market value of target business to asset held in trust account | 80.00% | ||
Percentage of redeeming shares of public shares without the companies prior written consent | 15.00% | ||
Minimum [Member] | Post Transaction [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of voting interests acquired | 50.00% | ||
Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants and rights issued during the period | 11,500,000 | ||
Class of warrants and rights issued, price per warrant | $ 10 | ||
Proceeds from issuance of private placement | $ 11,500,000 | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, shares, new issues | 30,000,000 | ||
Share price | $ 10 | ||
Offering costs | $ 14,172,182 | ||
Underwriting expense paid | $ | 3,000,000 | ||
Deferred underwriting fees payable | 10,500,000 | ||
Other offering costs | 672,182 | ||
Payments to acquire restricted investments | 306,000,000 | ||
IPO [Member] | Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants and rights issued during the period | 10,330,000 | ||
Class of warrants and rights issued, price per warrant | $ 1 | ||
Proceeds from issuance of private placement | $ 10,330,000 | ||
Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, shares, new issues | 3,900,000 | ||
Stock issued during period, value, new issues | $ 39,000,000 | ||
Shares issued, shares, share-based payment arrangement, forfeited | 3,750 | ||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants and rights issued during the period | 1,170,000 | ||
Proceeds from issuance of private placement | $ 1,170,000 | ||
Common Class A [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance initial public offering | $ 300,000,000 | ||
Common Class A [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period, shares, new issues | 26,100,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 261,000,000 | ||
Public Shares [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 10.20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary Of Reconciled Balance Sheet Class A Ordinary Shares (Details) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Redeemable Noncontrolling Interest [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 300,000,000 | $ 300,000,000 |
Accretion on Class A ordinary shares subject to possible redemption amount | 28,903,771 | |
Common Class A [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Gross proceeds from Initial Public Offering | 300,000,000 | |
Fair value of Public Warrants at issuance | (9,180,181) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (13,723,590) | |
Accretion on Class A ordinary shares subject to possible redemption amount | 28,903,771 | |
Class A ordinary share subject to possible redemption | $ 306,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic and Diluted Net Loss Per Share (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net loss | $ (2,715,316) |
Common Class A [Member] | |
Numerator: | |
Allocation of net loss | $ (1,098,561) |
Denominator: | |
Basic and diluted weighted average ordinary shares outstanding | shares | 4,462,025 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.25) |
Common Class B [Member] | |
Numerator: | |
Allocation of net loss | $ (1,616,755) |
Denominator: | |
Basic and diluted weighted average ordinary shares outstanding | shares | 6,566,772 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.25) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($)shares | |
Cash equivalents | $ 0 |
FDIC Insured Amount | 250,000 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | $ 0 |
Common Class A [Member] | |
Temporary equity, shares issued | shares | 30,000,000 |
Common Class A [Member] | Initial Public Offer And Private Placement [Member] | |
Antidilutive securities excluded from computation of earnings per share, amount | shares | 26,500,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 300,000,000 | $ 300,000,000 |
Deferred underwriting commissions | 10,500,000 | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Exercise price of warrant | $ 11.50 | |
warrants issuable | 1 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Stock conversion basis | one-half of one redeemable warrant | |
Shares issued | 1 | |
Proceeds from issuance initial public offering | $ 300,000,000 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 30,000,000 | |
Share price | $ 10 | |
IPO [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 26,100,000 | |
Share price | $ 10 | |
Proceeds from issuance initial public offering | $ 261,000,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period, shares, new issues | 3,900,000 | |
Expense Related to Distribution or Servicing and Underwriting Fees | $ 14,200,000 | |
Deferred underwriting commissions | $ 10,500,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Proceeds from issuance of private placement | $ 11,500,000 | |
Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants and rights issued during the period | 11,500,000 | |
Class of warrants and rights issued, price per warrant | $ 10 | |
Proceeds from issuance of private placement | $ 11,500,000 | |
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Nov. 09, 2021 | Mar. 31, 2021 | Mar. 23, 2021 | Feb. 24, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||
Stock issued during period, value, new issues | $ 25,000 | |||||
Due to Related Parties Current | 19,000 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 19,000 | |||||
Working Capital Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument Convertible Into Warrants | $ 1,500,000 | |||||
Debt Instrument Conversion Price | $ 1 | |||||
Due to Related Parties Current | $ 0 | |||||
Sponsor [Member] | Office Space, Administrative and Support Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||
Sponsor [Member] | Promissory Note [Member] | Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Debt Instrument Interest Rate | 0.00% | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited during the period. | 978,750 | |||||
Capitalization of Shares | 316,250 | |||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, value, new issues | $ 25,000 | |||||
Number of shares forfeited during the period. | 3,750 | |||||
Founder Shares [Member] | Sponsor [Member] | Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, shares, new issues | 230,000 | 8,625,000 | ||||
Number of shares forfeited during the period. | 6,957,500 | |||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, value, new issues | $ 25,000 | |||||
Stock Issued During Period, Shares, Other | 1,437,500 | |||||
Temporary equity shares outstanding | 7,187,500 | |||||
Minimum [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares outstanding | 7,273,750 | |||||
Maximum [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares outstanding | 7,503,750 | |||||
Maximum [Member] | Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.003 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Aggregate Cash Underwriting Discount | $ 3,000,000 | |
Deferred Underwriting Commissions | $ 10,500,000 | |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 3,900,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Number Of Days Granted For Exercising The Option | 45 days | |
Common Stock, Shares Subscribed but Unissued | 3,915,000 | |
Stock Issued During Period, Shares, New Issues | 3,900,000 | |
Stock Forfeited During The Period Shares | 15,000 | |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 30,000,000 | |
IPO [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Cash Underwriting Discount Per Unit | $ 0.10 | |
Deferred Underwriting Commissions Per Unit | $ 0.35 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | Nov. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock shares outstanding | 0 | 0 | |
Common Stock, Conversion Basis | one-half of one redeemable warrant | ||
Common Class A [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 30,000,000 | 30,000,000 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock shares outstanding | 7,500,000 | 7,500,000 | |
Common stock shares voting rights | one vote | ||
Common Class B [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding | 7,500,000 | 7,500,000 | |
Common Class B [Member] | Conversion of Class B to Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Conversion Basis | one-for-one | ||
Percentage Of Common Stock Issued And Outstanding | 26.00% | 26.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 10 Months Ended | |
Dec. 31, 2021 | Nov. 15, 2021 | |
Redemption of Warrants [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |
Number of shares issued upon exercise of warrant | 0.361 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | 15,000,000 | |
Period to exercise warrants after closing of proposed public offering | 12 months | |
Warrants and rights outstanding term | 5 years | |
Number of shares issued upon exercise of warrant | 1 | |
Public Warrants [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Threshold trading days | 20 days | |
Threshold issue price for capital raising purpose in connection with closing of business combination | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Volume weighted average price per share | $ 9.20 | |
Adjusted exercise price of warrants percentage | 115.00% | |
Public Warrants [Member] | Redemption Of Warrants When Class A Equals or Exceeds Eighteen Dollars [Member] | ||
Class of Warrant or Right [Line Items] | ||
Notice period to redeem warrants | 30 days | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Public Warrants [Member] | Redemption Of Warrants When Class A Equals or Exceeds Eighteen Dollars [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price (in dollars per share) | $ 18 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Public Warrants [Member] | Redemption Of Warrants When Class A Equals or Exceeds Ten Dollars [Member] | ||
Class of Warrant or Right [Line Items] | ||
Notice period to redeem warrants | 30 days | |
Warrant redemption price (in dollars per share) | $ 0.10 | |
Public Warrants [Member] | Redemption Of Warrants When Class A Equals or Exceeds Ten Dollars [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price (in dollars per share) | $ 10 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | 11,500,000 | |
Private Placement Warrants [Member] | Redemption Of Warrants When Class A Equals or Exceeds Ten Dollars [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price (in dollars per share) | $ 18 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Measurements Recurring [Member] | Dec. 31, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account | $ 306,016,692 |
Level 1 [Member] | Warrant Liabilities [Member] | Public warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Level 1 [Member] | Warrant Liabilities [Member] | Private warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Level 2 [Member] | |
Assets: | |
Investments held in Trust Account | 0 |
Level 2 [Member] | Warrant Liabilities [Member] | Public warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Level 2 [Member] | Warrant Liabilities [Member] | Private warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Level 3 [Member] | |
Assets: | |
Investments held in Trust Account | 0 |
Level 3 [Member] | Warrant Liabilities [Member] | Public warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | 10,350,000 |
Level 3 [Member] | Warrant Liabilities [Member] | Private warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 7,935,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] | 10 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 11.50 |
Volatility | 10.80% |
Stock price | $ 9.81 |
Expected life of the options to convert | 5 years 10 months 9 days |
Risk-free rate | 1.33% |
Dividend yield | 0.00% |
Probability of business combination | 90 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Level 3 Warrant Liabilities (Detail) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Change in fair value of derivative warrant liabilities | $ 2,066,681 |
Ending balance | 18,285,000 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Beginning Balance | 0 |
Issuance of Public and Private Warrants | 16,218,319 |
Change in fair value of derivative warrant liabilities | 2,066,681 |
Ending balance | $ 18,285,000 |