Crescera Capital Acquisition (CRECW) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	CRESCERA CAPITAL ACQUISITION CORP.
Trading Symbol	CREC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float		$ 0
Amendment Flag	false
Entity Central Index Key	0001851230
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41081
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Rua Aníbal de Mendonça, 27, 2nd floor
Entity Address, City or Town	Rio de Janeiro
Entity Address, Country	BR
Entity Address, Postal Zip Code	22410-050
City Area Code	+55
Local Phone Number	(21) 3687-1500
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	Boston, MA
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding	20,125,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding	6,708,333

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Assets
Cash	$ 961,893
Prepaid expenses	311,789
Total current assets	1,273,682
Marketable securities held in Trust Account	205,292,557
Other non-current assets	263,192
Total Assets	206,829,431
Current liabilities:
Accounts payable	19,583
Promissory note – related party	162,569
Accrued expenses	38,297
Total current liabilities	220,449
Deferred underwriting fees payable	7,043,750
Derivative warrant liabilities	13,926,587
Total liabilities	21,190,786
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, 20,125,000 shares at $10.20 per share	205,275,000
Shareholders’ deficit
Preference shares, $0.0001 per value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 20,125,000 shares subject to possible redemption)
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,708,333 shares issued and outstanding	671
Additional paid-in capital
Accumulated deficit	(19,637,026)
Total shareholders’ deficit	(19,636,355)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$ 206,829,431

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	20,125,000
Ordinary shares subject to possible redemption per share (in Dollars per share) | $ / shares	$ 10.2
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	6,708,333
Ordinary shares, shares outstanding	6,708,333

Statement of Operations

Statement of Operations	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 23,804
General and administrative expenses	64,441
Loss from operations	(88,245)
Change in fair value of derivative warrant liabilities	2,203,163
Gain, dividends and interest, on marketable securities (net), held in Trust Account	17,557
Transaction costs allocation to derivative warrant liabilities	(498,614)
Other income	6
Net income	$ 1,633,867
Class A Ordinary Shares
Weighted average shares outstanding of ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares	2,660,593
Basic and diluted net income per share, ordinary shares subject to possible redemption (in Dollars per share) | $ / shares	$ 0.19
Class B Ordinary Shares
Weighted average shares outstanding of ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares	5,985,169
Basic and diluted net income per share, ordinary shares subject to possible redemption (in Dollars per share) | $ / shares	$ 0.19

Statement of Changes in Ordinar

Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit - 10 months ended Dec. 31, 2021 - USD ($)	Ordinary Shares Subject to Possible RedemptionClass A	Ordinary SharesClass B	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, at Mar. 10, 2021
Balance, (in Shares) at Mar. 10, 2021
Issuance of Class B ordinary shares to Sponsor		$ 671	24,329		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		6,708,333
Proceeds from the sale of Class A ordinary shares	$ 201,250,000
Proceeds from the sale of Class A ordinary shares (in Shares)	20,125,000
Paid underwriters fees	$ (4,025,000)
Deferred underwriting fees payable	(7,043,750)
Liabilities associated to equity instruments – Public Warrants	(8,009,750)
Other offering costs	(221,734)
Excess of cash received over fair value of Private Placement Warrants			2,030,012		2,030,012
Re-measurement of Class A ordinary shares to redemption value	23,325,234		(2,054,341)	(21,270,893)	(23,325,234)
Net income				1,633,867	1,633,867
Balance, at Dec. 31, 2021	$ 205,275,000	$ 671		$ (19,637,026)	$ (19,636,355)
Balance, (in Shares) at Dec. 31, 2021	20,125,000	6,708,333

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities
Net income	$ 1,633,867
Adjustments to reconcile net income to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account	(17,557)
Transaction costs allocated to derivative warrant liabilities	498,614
Change in fair value of derivative warrant liabilities	(2,203,163)
Formation and operating expenses paid in exchange for Founder Shares	23,804
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(574,981)
Accrued expenses	29,094
Net cash used in operating activities	(610,322)
Cash Flows from Investing Activities
Investment of cash into Trust Account	(205,275,000)
Net cash used in investing activities	(205,275,000)
Cash Flows from Financing Activities
Proceeds from sale of Class A shares, gross	201,250,000
Proceeds from sale of Private Placement Warrants	10,150,000
Offering costs paid	(4,552,785)
Net cash provided by financing activities	206,847,215
Net increase in cash	961,893
Cash – beginning of period
Cash – end of period	961,893
Supplemental disclosure of noncash investing and financing activities:
Initial class A shares subject to possible redemption	181,949,766
Immediate measurement of Class A shares to redemption value	23,325,234
Offering costs included in accounts payable	19,583
Offering costs included in accrued expenses	9,203
Offering costs paid through promissory note – related party	162,569
Offering costs paid in exchange for Founder Shares	1,196
Deferred underwriting fees payable	7,043,750
Initial measurement of public warrants and private placement warrants	$ 16,129,750

Description of Organization, Bu

Description of Organization, Business Operations, and Liquidity	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization, Business Operations, and Liquidity	Note 1 — Description of Organization, Business Operations, and Liquidity Crescera Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 11, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from March 11, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the preparation of the IPO (the “IPO”) described below, and since the IPO, 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 generates non-operating income in the form of interest income on investments from the proceeds derived from the IPO. The Company’s sponsor is CC Sponsor LLC, a Cayman Islands limited liability corporation (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 17, 2021. On November 23, 2021, the Company consummated its IPO of 20,125,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000 (Note 3), and incurring $720,328 in offering costs, $4,025,000 in upfront underwriting fees and $7,043,750 in deferred underwriting commissions (Note 5). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the sponsor, generating proceeds of $10,150,000 (Note 4). Upon the closing of the IPO and the Private Placement, $205,275,000 ($10.20 per Unit) of the proceeds of the IPO and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States at J.P. Morgan Chase Bank, M.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, to be invested in 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 in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S., government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial business combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which public shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A ordinary shares were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the IPO (or within 24 months from the closing of the IPO, or November 23, 2023, if the Company extends the period of time to consummate its initial business combination in accordance with the terms described in the prospectus) The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.25 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had $961,893 in cash and a working capital surplus of $1,053,233. Of the net proceeds from the IPO and associated Private Placement, $205,275,000 of cash was placed in the Trust Account. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. Moreover, the Company may need to obtain additional financing either to complete an Initial business combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an initial business combination, in which case the Company may issue additional securities or incur debt in connection with such initial business combination. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date of this filing and therefore substantial doubt has been alleviated.

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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $961,893 in cash and no cash equivalents as of December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts. Marketable Securities in the Trust Account As of December 31, 2021, the Company had a total of $205,292,557 in the Trust Account held in cash and money market funds. The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet 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 gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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 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. Fair Value of Financial Instruments As of December 31, 2021, the fair values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. As of December 31, 2021, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to record the fair value for its investments in money market funds with published NAV. The fair value of warrants issued in connection with the IPO were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 warrants to purchase Class A ordinary shares to investors in the Company’s IPO and simultaneously issued 10,150,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of warrants issued in connection with the IPO were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged to temporary equity. Class A Ordinary Shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Class A Ordinary Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A Ordinary Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet at December 31, 2021 is reconciled in the following table: Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants classified as equity (8,009,750 ) Class A ordinary shares issuance costs (11,290,484 ) Plus: Re-measurement of carrying value to redemption value 23,325,234 Class A common stock subject to possible redemption $ 205,275,000 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase Class A ordinary shares in the calculation of diluted net income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the period presented. The Company has two classes of ordinary 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 ordinary shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net income to Class A ordinary shares for the period from March 11, 2021 (inception) through December 31, 2021 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share, basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net income to Class B ordinary shares for the period from March 11, 2021 (inception) through December 31, 2021 by the weighted average number of Class B ordinary shares outstanding for the period. For The Period Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 502,796 Denominator: Weighted Average Shares Outstanding, Redeemable Class A Ordinary Shares 2,660,593 Basic and diluted net income per share, Redeemable Class A $ 0.19 Non-redeemable Class B Ordinary Shares Numerator: Net loss allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B Ordinary Shares $ 1,131,071 Denominator: Weighted Average Shares Outstanding, Non-Redeemable Class B Ordinary Shares 5,985,169 Basic and diluted net income per share, Non-Redeemable Class B $ 0.19 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06 to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company adopted the new standard upon incorporation and the impact to the Company’s balance sheet, statement of operations, and statement of cash flows was not material. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 23, 2021, the Company consummated its IPO of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000. Each Unit consists of one share of Class A ordinary shares of the Company, par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A ordinary shares for $11.50 per share.

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Class B Founder Shares In March 2021, one of the Company’s officers paid $25,000, to cover certain of the Company’s offering costs, in exchange for an aggregate of 5,750,000 Class B ordinary shares (the “Class B Ordinary Shares” or “Founder Shares”), which were temporarily issued to such officer. On April 7, 2021, the Founder Shares were transferred to the Company’s Sponsor. In October 2021, the Company effected a share capitalization pursuant to which an additional 958,333 Founder Shares were issued for no consideration, using the existing share premium account, resulting in an aggregate of 6,708,333 of Founder Shares outstanding. Prior to the IPO, the Sponsor also transferred 25,000 of the Founder Shares to each of the Company’s three independent directors. The Founder Shares include an aggregate of up to 875,000 shares that were subject to forfeiture by the Sponsor. The Underwriter’s Over-allotment Opinion was exercised and these shares are no longer subject to forfeiture. Prior to the initial investment in the Company of $25,000 by the Company’s Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Out of the 6,708,333 founder shares, 5,031,250 Founder Shares will convert into Class A ordinary shares after the initial business combination and 1,677,083 Founder Shares will convert into Class A ordinary shares only to the extent the Company’s stock trades at or above $12.50 per share as described in the final prospectus. The Company will have only 18 months from the closing of this offering to complete its initial business combination (or within 24 months if the Company extends the period of time to consummate its initial business combination in accordance with the terms described in the prospectus). If the Company has not completed its initial business combination within such period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to its warrants, which will expire worthless if the Company fails to complete its initial business combination within the allotted time period. Prior to the IPO, three independent directors purchased 25,000 Founder Shares each from the Sponsor, at their original purchase price (approximately $0.004 per share) for a total of $280. If the Director is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company, all of the Director’s Class B Ordinary Shares shall be returned to the Sponsor. The fair value of the Founder Shares at the grant dates was determined using an internal model using the issuance price of the Units in the IPO as a proxy adjusting for the value for the warrants included in the Units, for the probability the Company will consummate an initial business combination and for holding costs and no rights of redemption. Valuation of the 75,000 Founder Shares granted to the directors is estimated to be $342,201 or $4.56 per share. The Company will record the fair value of the transferred shares in excess of the amount paid $341,921 as director compensation expense upon consummation of an Initial Business Combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation.” The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the initial business combination or (ii) subsequent to the initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the initial business combination, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all Class A Ordinary Shares issued and outstanding upon completion of this offering (including the over-allotment shares as a result of the Underwriter exercising its Over-allotment Option), plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion of the Founder Shares plus (iii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (x) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in the initial business combination, and (y) any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. Prior to the initial business combination, only holders of Class B Ordinary Shares will be entitled to vote on the appointment of directors. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,150,000. Each warrant is exercisable to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO 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 requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2022 or the closing of the initial business combination. The loan will be repaid out of the offering proceeds that has been allocated to the payment of offering expenses. As of December 31, 2021, the Company had borrowed $162,569 under the promissory note. Working Capital Loans In order to finance transaction costs in connection with an initial 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 an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial 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. The Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion, up to $2,100,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-initial business combination entity at a price of $1.00 per warrant. 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. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments & Contingencies

Commitments & Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & 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 (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement that was signed prior to the consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions. The underwriters fully exercised the option on November 23, 2021. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $4,025,000 in the aggregate, which was paid upon closing of the IPO. In addition, the representative of the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $7,043,750. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liabilities

Warrant Liabilities	10 Months Ended
	Dec. 31, 2021
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 6 — Warrant Liabilities The Company accounted for the 20,212,500 Warrants issued in connection with the IPO (the 10,062,500 of Public Warrants and the 10,150,000 of Private Placement Warrants) in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of 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 Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants 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 period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: ● in whole and not in part; ● at a price of $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 Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public 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 Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $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 Warrants — Redemption Procedures — Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In no event will the Company be required to net cash settle any warrant. 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.

Shareholders_ Deficit

Shareholders’ Deficit	10 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders’ Deficit	Note 7 — Shareholders’ Deficit Preference Shares – The Company is authorized to issue 5,000,000 preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, there were no preferred shares issued or outstanding. Class A ordinary shares – The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there were no Class A Ordinary Shares issued or outstanding, excluding 20,125,000 Class A shares subject to redemption. Class B ordinary shares – The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, 6,708,333 Class B Ordinary Shares were issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial business combination.

Fair Value Measurements

Fair Value Measurements	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Assets: Marketable securities held in trust $ 205,292,557 $ – $ – Liabilities: Public Warrants $ – $ – $ 6,912,937 Private Placement Warrants – – 7,013,650 Total liabilities $ – $ – $ 13,926,587 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. For the period from March 11, 2021 (inception) through December 31, 2021, there were no transfers out of Level 3. The estimated fair value of the Private Placement Warrants, and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Public Warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of Volatility 12.3 % Underlying Stock price $ 9.69 Expected time until merger (years) 6.25 Risk-free rate 1.37 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 11, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at March 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 measurements 16,129,750 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,203,163 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 13,926,587

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On January 10, 2022 the Company announced that holders of the units sold in the Company’s IPO of 20,125,000 units completed on November 23, 2021, including the units sold pursuant to the full exercise of the underwriter’s over-allotment option of 2,625,000 units, may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “CREC” and “CRECW,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “CRECU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $961,893 in cash and no cash equivalents as of December 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts.
Marketable Securities in the Trust Account	Marketable Securities in the Trust Account As of December 31, 2021, the Company had a total of $205,292,557 in the Trust Account held in cash and money market funds. The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet 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 gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for trading securities is determined using quoted market prices in active markets.
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 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of December 31, 2021, the fair values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. As of December 31, 2021, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to record the fair value for its investments in money market funds with published NAV. The fair value of warrants issued in connection with the IPO were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 10,062,500 warrants to purchase Class A ordinary shares to investors in the Company’s IPO and simultaneously issued 10,150,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of warrants issued in connection with the IPO were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the IPO. Upon the completion of the IPO, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Warrants. The costs allocated to Warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged to temporary equity.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the Class A Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Class A Ordinary Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A Ordinary Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet at December 31, 2021 is reconciled in the following table:
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase Class A ordinary shares in the calculation of diluted net income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the period presented. The Company has two classes of ordinary 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 ordinary shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net income to Class A ordinary shares for the period from March 11, 2021 (inception) through December 31, 2021 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share, basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net income to Class B ordinary shares for the period from March 11, 2021 (inception) through December 31, 2021 by the weighted average number of Class B ordinary shares outstanding for the period.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06 to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preference shares. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company adopted the new standard upon incorporation and the impact to the Company’s balance sheet, statement of operations, and statement of cash flows was not material. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of class A common stock reflected in the balance sheet	Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants classified as equity (8,009,750 ) Class A ordinary shares issuance costs (11,290,484 ) Plus: Re-measurement of carrying value to redemption value 23,325,234 Class A common stock subject to possible redemption $ 205,275,000
Schedule of basic and diluted net income per share of common stock	For The Period Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 502,796 Denominator: Weighted Average Shares Outstanding, Redeemable Class A Ordinary Shares 2,660,593 Basic and diluted net income per share, Redeemable Class A $ 0.19 Non-redeemable Class B Ordinary Shares Numerator: Net loss allocable to non-redeemable Class B Ordinary Shares Net income allocable to non-redeemable Class B Ordinary Shares $ 1,131,071 Denominator: Weighted Average Shares Outstanding, Non-Redeemable Class B Ordinary Shares 5,985,169 Basic and diluted net income per share, Non-Redeemable Class B $ 0.19

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Level 1 Level 2 Level 3 Assets: Marketable securities held in trust $ 205,292,557 $ – $ – Liabilities: Public Warrants $ – $ – $ 6,912,937 Private Placement Warrants – – 7,013,650 Total liabilities $ – $ – $ 13,926,587
Schedule of quantitative information regarding Level 3 fair value measurements	As of Volatility 12.3 % Underlying Stock price $ 9.69 Expected time until merger (years) 6.25 Risk-free rate 1.37 % Dividend yield 0.0 %
Schedule of change in the fair value of the derivative warrant liabilities measured	Derivative warrant liabilities at March 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 measurements 16,129,750 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,203,163 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 13,926,587

Description of Organization, _2

Description of Organization, Business Operations, and Liquidity (Details) - USD ($)	1 Months Ended	10 Months Ended
	Nov. 23, 2021	Dec. 31, 2021
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Share price (in Dollars per share)		$ 9.69
Price per share (in Dollars per share)		$ 11.5
Fair market value, percentage		80.00%
Business combination acquires, percentage		50.00%
Net tangible assets		$ 5,000,001
Percentage of redemption		15.00%
Trust account price per share (in Dollars per share)		$ 10.2
Interest to pay dissolution expenses		$ 100,000
Public share price (in Dollars per share)		$ 10.25
Cash		$ 961,893
Working capital surplus		1,053,233
Cash in trust account		205,275,000
IPO [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Shares in units (in Shares)	20,125,000
Offering costs	$ 720,328
Upfront underwriting fees	4,025,000	$ 7,043,750
Deferred underwriting commissions	$ 7,043,750
Over-Allotment Option [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Shares in units (in Shares)	2,625,000
Price per share (in Dollars per share)	$ 10
Gross proceeds	$ 201,250,000
Private Placement [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Warrants issued (in Shares)		10,150,000
Share price (in Dollars per share)		$ 1
Generating gross proceeds		$ 10,150,000
Proceeds from IPO		$ 205,275,000
Price per share (in Dollars per share)		$ 10.2
Business Combination [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Business acquisition, share price (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	Dec. 31, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 961,893
Federal depository insurance coverage	250,000
Cash and money market funds	$ 205,292,557
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares (in Shares) | shares	10,062,500
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares (in Shares) | shares	10,150,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the balance sheet	10 Months Ended
	Dec. 31, 2021USD ($)
Schedule of class A common stock reflected in the balance sheet [Abstract]
Gross proceeds	$ 201,250,000
Proceeds allocated to Public Warrants classified as equity	(8,009,750)
Class A ordinary shares issuance costs	(11,290,484)
Re-measurement of carrying value to redemption value	23,325,234
Class A common stock subject to possible redemption	$ 205,275,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Redeemable Class A Ordinary Shares [Member]
Redeemable Class A Ordinary Shares
Numerator: Net income allocable | $	$ 502,796
Denominator: Weighted Average Shares Outstanding | shares	2,660,593
Basic and diluted net income per share | $ / shares	$ 0.19
Non-redeemable Class B Ordinary Shares [Member]
Redeemable Class A Ordinary Shares
Numerator: Net income allocable | $	$ 1,131,071
Denominator: Weighted Average Shares Outstanding | shares	5,985,169
Basic and diluted net income per share | $ / shares	$ 0.19

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	10 Months Ended
	Nov. 23, 2021	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)		$ 4.56
Sale of stock, description		Each Unit consists of one share of Class A ordinary shares of the Company, par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A ordinary shares for $11.50 per share.
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares	20,125,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares	2,625,000
Price per share (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 201,250,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		10 Months Ended
	Oct. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Nov. 23, 2021
Related Party Transactions (Details) [Line Items]
Initial investment by sponsor (in Dollars)			$ 25,000
Initial business combination founder shares			1,677,083
Interest to pay dissolution expenses (in Dollars)			$ 100,000
Founder shares granted			75,000
Founder shares granted value (in Dollars)			$ 342,201
Founder shares price per share (in Dollars per share)			$ 4.56
Director compensation expense (in Dollars)			$ 341,921
Founder share percentage			15.00%
Price per warrant (in Dollars per share)			$ 1
Price per warrant (in Dollars per share)			$ 11.5
Aggregate portion of expenses of IPO (in Dollars)			$ 250,000
Promissory note (in Dollars)			162,569
Working capital loan (in Dollars)			$ 2,100,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares issued			875,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares			6,708,333
Stock trades price per share (in Dollars per share)			$ 12.5
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Stock trades price per share (in Dollars per share)				$ 10
Founder shares price per share (in Dollars per share)				$ 10
Aggregate purchase			10,150,000
Aggregate value of warrant (in Dollars)			$ 10,150,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Shares issued			10,150,000
Price per warrant (in Dollars per share)			$ 1
Price per warrant (in Dollars per share)			$ 10.2
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Offering costs (in Dollars)		$ 25,000
Share issued	958,333
Shares issued			25,000
Purchase price per share (in Dollars per share)			$ 0.004
Original purchase price (in Dollars)			$ 280
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares issued	25,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Share issued		5,750,000
Shares outstanding	6,708,333
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares			5,031,250

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	1 Months Ended	10 Months Ended
	Nov. 23, 2021	Dec. 31, 2021
Commitments & Contingencies (Details) [Line Items]
Purchase of units		2,625,000
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting discount percentage		2.00%
Gross proceeds		$ 4,025,000
Aggregate underwriters	$ 4,025,000	$ 7,043,750
Underwriters [Member]
Commitments & Contingencies (Details) [Line Items]
Deferred underwriting discount percentage		3.50%

Warrant Liabilities (Details)

Warrant Liabilities (Details)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Warrant Liabilities (Details) [Line Items]
Warrant description	The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Outstanding shares, percentage	65.00%
Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Shares issued	10,062,500
IPO [Member]
Warrant Liabilities (Details) [Line Items]
Shares issued	20,212,500
Public Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Shares issued	10,062,500
Private Placement [Member]
Warrant Liabilities (Details) [Line Items]
Shares issued	10,150,000
Class A Ordinary Shares [Member]
Warrant Liabilities (Details) [Line Items]
Redemption of warrants price per share | $ / shares	$ 10
Outstanding shares, percentage	50.00%
Class A Ordinary Shares [Member]
Warrant Liabilities (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;  ●at a price of $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 Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and;  ●if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public 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 Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and  ●if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $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 Warrants — Redemption Procedures — Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
Class A Ordinary Shares [Member] | Warrant [Member]
Warrant Liabilities (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of 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; and  ●if, and only if, the last reported sale price (the “closing price”) of 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 Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants 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 period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details)	Dec. 31, 2021$ / sharesshares
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares authorized	5,000,000
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares issued	0
Ordinary shares, shares outstanding	0
Ordinary shares subject to possible redemption	20,125,000
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares issued	6,708,333
Ordinary shares, shares outstanding	6,708,333

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Dec. 31, 2021USD ($)
Level 1 [Member]
Assets:
Marketable securities held in trust	$ 205,292,557
Liabilities:
Public Warrants
Private Placement Warrants
Total liabilities
Level 2 [Member]
Assets:
Marketable securities held in trust
Liabilities:
Public Warrants
Private Placement Warrants
Total liabilities
Level 3 [Member]
Assets:
Marketable securities held in trust
Liabilities:
Public Warrants	6,912,937
Private Placement Warrants	7,013,650
Total liabilities	$ 13,926,587

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements	10 Months Ended
	Dec. 31, 2021$ / shares
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Volatility	12.30%
Underlying Stock price (in Dollars per share)	$ 9.69
Expected time until merger (years)	6 years 3 months
Risk-free rate	1.37%
Dividend yield	0.00%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities measured	10 Months Ended
	Dec. 31, 2021USD ($)
Schedule of change in the fair value of the derivative warrant liabilities measured [Abstract]
Derivative warrant liabilities at March 11, 2021 (inception)
Issuance of Public and Private Placement Warrants - Level 3 measurements	16,129,750
Change in fair value of derivative warrant liabilities with Level 3 inputs	(2,203,163)
Derivative warrant liabilities at December 31, 2021 with Level 3 inputs	$ 13,926,587

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Jan. 10, 2022shares
IPO [Member]
Subsequent Events (Details) [Line Items]
Number of shares	20,125,000
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Number of shares	2,625,000