Compass Digital Acquisition (CDAQF) 10-K 24 Feb 22 2021 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	10 Months Ended
	Dec. 31, 2021	Feb. 23, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	Compass Digital Acquisition Corp.
Entity Central Index Key	0001851909
Current Fiscal Year End Date	--12-31
Document Annual Report	true
Document Transition Report	false
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	3626 N Hall St, Suite 910
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75219
City Area Code	214
Local Phone Number	526-4423
Entity Tax Identification Number	00-0000000
Entity Public Float			$ 0
Entity File Number	001-40912
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Hartford, CT, USA
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CDAQ
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		21,240,488
Warrant
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CDAQW
Security Exchange Name	NASDAQ
Capital Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	CDAQU
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,310,122

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
ASSETS
Cash	$ 1,788,014
Prepaid insurance	420,167
Total Current Assets	2,208,181
Investment held in Trust Account	212,407,824
Long-term prepaid insurance	332,632
Total Assets	214,948,637
Current Liabilities
Accrued expenses	191,669
Due to Sponsor	376,902
Total Current Liabilities	568,571
Deferred Underwriters Fees Payable	7,434,171
Note Payable	60,000
Warrant Liability	8,338,560
Total Liabilities	16,401,302
Commitments and Contingencies (Note 6)
Class A ordinary shares - $0.0001 par value; 200,000,000 shares authorized; 21,240,488 issued and outstanding	212,404,880
Shareholders' Deficit
Preference shares - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0
Accumulated Deficit	(13,858,076)
Total Shareholders' Deficit	(13,857,545)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholder's Deficit	214,948,637
Class A Ordinary Shares
Shareholders' Deficit
Common Stock Value
Class B Ordinary Shares
Shareholders' Deficit
Common Stock Value	$ 531

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Ordinary Shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Temporary equity, par or stated value per share | $ / shares	$ 10
Temporary equity, shares authorized	21,240,488
Temporary equity, shares outstanding	21,240,488
Class B Ordinary Shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	5,310,122
Common stock, shares outstanding	5,310,122

Statement of Operations

Statement of Operations	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation costs and other operating expenses	$ 1,062,751
Loss from operations	(1,062,751)
Interest income	3,244
Change in fair value of warrant liabilities	(375,560)
Net Loss	$ (1,435,067)
Class A Ordinary Shares
Weighted average shares outstanding, basic and diluted (in Shares) | shares	2,924,049
Basic and diluted net loss per ordinary share (in Dollars per share) | $ / shares	$ (0.17)
Class B Ordinary Shares
Weighted average shares outstanding, basic and diluted (in Shares) | shares	5,706,012
Basic and diluted net loss per ordinary share (in Dollars per share) | $ / shares	$ (0.17)

Statement of Changes In Shareho

Statement of Changes In Shareholders' Deficit - 10 months ended Dec. 31, 2021 - USD ($)	Total	Class A Ordinary Shares	Class B Ordinary Shares	Ordinary SharesClass A Ordinary Shares	Ordinary SharesClass B Ordinary Shares	Additional Paid in Capital	Accumulated Deficit
Balance at Mar. 07, 2021	$ 0			$ 0	$ 0	$ 0	$ 0
Issuance of Class B ordinary shares to Sponsor	25,000				$ 575	24,425	0
Issuance of Class B ordinary shares to Sponsor (in Shares)					5,750,000
Sale of units through public offering, less fair value of public warrants	207,674,880			$ 2,124		207,672,756
Sale of units through public offering, less fair value of public warrants (in Shares)				21,240,488
Offering Costs	(11,732,576)					(11,732,576)
Sale or private placement warrants, less fair value of private warrants	4,015,098					4,015,098
Forfeited Founder Shares	0				$ (44)	44
Forfeited Founder Shares (in Shares)					(439,878)
Shares subject to possible redemption	(212,404,880)			$ (2,124)		(212,402,756)
Shares subject to possible redemption (in Shares)				(21,240,488)
Reclassification of APIC to Accumulated Deficit						12,423,009	(12,423,009)
Net loss	(1,435,067)	$ (486,231)	$ (948,836)				(1,435,067)
Balance at Dec. 31, 2021	$ (13,857,545)			$ 0	$ 531	$ 0	$ (13,858,076)
Balance (in Shares) at Dec. 31, 2021				0	5,310,122

Statement of Cash Flows

Statement of Cash Flows	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities
Net loss	$ (1,435,067)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in trust account	(2,944)
Change in fair value of warrant liabilities	375,560
Allocation of offering costs and founders shares to warrant expense	678,883
Changes in operating assets and liabilities
Prepaid expenses	(752,799)
Accrued expenses	191,669
Due to Sponsor	376,902
Net Cash used in Operating Activities	(567,796)
Cash Flows from Investment Activities
Investment of cash into Trust Account	(212,404,880)
Net Cash used in Investment Activities	(212,404,880)
Cash Flows from Financing Activities
Proceeds from sale of Class A ordinary shares, net of underwriting discounts	208,356,781
Proceeds from Note Payable	60,000
Proceeds from private warrants	7,248,098
Payment of offering costs	(904,189)
Net Cash provided by Financing Activities	214,760,690
Net change in cash	1,788,014
Cash, beginning of period	0
Cash, end of period	1,788,014
Non-cash investing and financing activities:
Deferred underwriting commissions	7,434,171
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Initial Public Offering [Member]
Non-cash investing and financing activities:
Initial Measurement of Warrants issued in connection	4,730,000
Over-Allotment Option [Member]
Non-cash investing and financing activities:
Initial Measurement of Warrants issued in connection	$ 3,233,000

Description of Organization and

Description of Organization and Business Operations	10 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Compass Digital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period March 8, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Compass Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on October 19, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of units, each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share and one-third of one redeemable warrant of the Company (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 (see Note 3). Certain institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, the Sponsor, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 units (the “Private Placement Units”), each unit represents Private Placement Warrants sold to Compass Digital SPAC LLC (“Sponsor”) at a price of $1.50 per Private Placement Unit, and the underwriters of the Initial Public Offering, generating gross proceeds of $7,000,000 (see Note 4). Concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 186,667 . The Institutional Anchor Investors also purchased 1,547,727 shares of Class B ordinary shares (“Founder Shares”) from the Sponsor at the original purchase price of $0.004 per share. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial business combination on a one-for-one Transaction costs amounted to $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Of these transaction fees, the Company subsequently obtained a discount related to the underwriter fees of $199,999 and expensed $631,124 related to the allocation of offering costs and founders shares to warrant expense. Other non-cash transaction costs include the fair value in excess of consideration of Following the closing of the Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over- Allotment”). As such, on November 30, 2021, the Company consummated the sale of an additional including $2,944 in interest The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest 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 of 1940, as amended (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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares without voting, and if they do vote, irrespective 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 closing 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 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 more than an aggregate of 15% 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 $10.00 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 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 Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of 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 has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Association relating to shareholders’ rights of pre-Business If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor has 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) $10.00 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 $10.00 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 Initial Public Offering 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 and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those 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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, 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 Initial Public Offering at which time the Company raised capital that is deposited in the Trust Account. Funds raised in excess of the capital in trust accounts are to be used for fund offering expenses and released to the Company for general working capital purposes. As of December 31, 2021, the Company had approximately $1.8 million in its operating bank account and working capital of approximately $1.6 million. To date, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined in Note 5), a loan of approximately $195,000 pursuant to the Note issued to the Sponsor (Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021 the company drew Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from March 8, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with 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 approximately $1,788,014 of cash and no cash equivalents as of December 31, 2021. Cash Held in Trust Account At December 31, 2021, the Company has $212,407,824 in cash held in the trust account. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted loss per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from March 8, 2021 (inception) to Class A Class B EPS: Numerator: Net Income (Loss) Allocation of net loss $ (486,231 ) $ (948,836 ) Denominator: Weighted Average shares Basic and diluted weighted average shares outstanding 2,924,049 5,706,012 Basic and diluted net loss per ordinary share $ (0.17 ) $ (0.17 ) Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“Topic 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for the conversion features in Convertible notes under Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”) approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 that IPO amounted to $11,732,576, of which $11,482,270 related to underwriting costs other offering costs, net with $678,883 of offering costs that was allocated to warrant expense Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Class A Ordinary Shares Subject to Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.

Initial Public Offering

Initial Public Offering	10 Months Ended
	Dec. 31, 2021
Regulated Operations [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On October 19, 2021, the Company sold 20,000,000 Units (or 23,000,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share, and one-third Certain institutional anchor investors that are not affiliated with the Company, the Sponsor, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of The underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over- Allotment”). As such, on November 30, 2021, the Company consummated the sale of an additional including $ 2,94 in connection with the Over-Allotment (of which

Private Placement

Private Placement	10 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased 4,666,667 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $7,000,000 to the Company. Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor Investors for $280,000 (see Note 7). On November 30, 2021, the underwriters purchased an additional 1,240,488 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating aggregate additional gross proceeds of $12,404,880 to the Company. In connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 165,398 warrants at a purchase price of $1.50 per whole warrant. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.

Related Party Transactions

Related Party Transactions	10 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On March 9, 2021, the Company issued an aggregate of 5,750,000 shares of Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. Also, on May 13, 2021, the Sponsor transferred an aggregate of 721,402 LLC Interest representing Founder Shares to the Company’s independent director nominees at their original issue price. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. In connection with the closing of the Initial Public Offering, the Sponsor sold 1,547,727 shares of Class B common stock (“Founder Shares”) to the Institutional Anchor Investors at the original purchase price of $0.004 per share. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $6.73 per share. The fair value of the Founder Shares were valued based on the probability of the Company reaching a Merger and Marketability. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $10,414,655, of which $10,062,469 were charged to stockholders’ equity deficit upon the completion of the Initial Public Offering and $352,186 were expensed to the statement of operations and included in transaction costs attributable to warrant liabilities. Promissory Note — Related Party On March 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Company has drawn $ 195, 000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon c on As of December 31, 2021, there was a written agreement in place of the Working Capital Loans. Compass Digital Acquisition Corp. issued an unsecured promissory note (the “Note”) in the principal amount of up to 1 Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s initial business combination or liquidation, the Company will reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support. It is at the Company’s option to accrue or pay for the administrative fees, and the Company chose to not accrue or pay for it.

Commitments and Contingencies

Commitments and Contingencies	10 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement In connection with the IPO, the underwriters were granted a 45-day The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option in exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liabilities

Warrant Liabilities	10 Months Ended
	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company issued 11,912,228 warrants in connection with the Initial Public Offering and partial exercise of the overallotment, (6,666,667 Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, 413,496 Public Warrants and 165,398 Private Placement Warrants at the time of partial exercise of the overallotment) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration, under the Securities Act of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day • if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below); • if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 its 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 Company’s 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 Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will not and the shares of ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	10 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 8 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 21,240,488 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheets.

Shareholders' Deficit

Shareholders' Deficit	10 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 9 — Shareholders’ Deficit Preferred Shares Class A ordinary shares Class B ordinary shares — shares were forfeited when the overallotment option expired in December 2021. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Liabilities: Private Placement Warrants (1) 3 $ 3,382,446 Public Warrants (1) 1 4,956,114 (1) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging Initial Measurement The Company established the initial fair value for the Warrants on October 19, 2021, using a Binomial Lattice based approach for both the Public Warrants and the Private Placement Warrants. Specifically, the Cox-Rubenstein-Ross one-third The key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input (Initial Measurement) Risk-free interest rate 1.17 % Expected term (years) 5.00 Expected volatility 12.30 % Exercise price $ 11.50 Fair value of Units $ 9.78 The Company’s use of a Binomial Lattice based approach required the use of subjective assumptions: • The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected term was determined to be slightly over five years, in-line • The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The fair value of the Units, which each consist of one Class A ordinary shares and one-third of one Public Warrant, represents the closing price on the measurement date as observed from the ticker CDAQU. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Binomial Lattice based approach. Therefore, the resulting valuations for the two classes of Warrants were determined to be approximately the same. On December 31, 2021, the Private Placement Warrants and Public Warrants were both determined to be $0.70 per warrant. The aggregate values were $3.4 million for the Private Placement Warrants and $5.0 million for the Public Warrants. Subsequent Measurement The Warrants are measured at fair value on a recurring basis and were initially measured at fair value as Level 2 financial liabilities using a Binomial Lattice based approach as of the Company’s public offering date. The subsequent measurement of the Public Warrants as of December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market under the ticker CDAQW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of December 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.4 million and $5.0 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of March 8, 2021 (inception) $ — $ — $ — Issuance of Public of Private Warrants 3,233,000 4,730,000 7,963,000 Change in valuation inputs or other assumptions (1) 149,446 226,114 375,560 Fair value as of December 31, 2021 (2) $ 3,382,446 $ 4,956,114 $ 8,338,560 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded and utilized as an input.

Subsequent Events

Subsequent Events	10 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated events that have occurred after the balance sheet date up through the date the financial statement was issued. Based upon the review, management did not identify any 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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from March 8, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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 approximately $1,788,014 of cash and no cash equivalents as of December 31, 2021.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net income (loss) by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted loss per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from March 8, 2021 (inception) to Class A Class B EPS: Numerator: Net Income (Loss) Allocation of net loss $ (486,231 ) $ (948,836 ) Denominator: Weighted Average shares Basic and diluted weighted average shares outstanding 2,924,049 5,706,012 Basic and diluted net loss per ordinary share $ (0.17 ) $ (0.17 )
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“Topic 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash The Company will account for the conversion features in Convertible notes under Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”) approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 that IPO amounted to $11,732,576, of which $11,482,270 related to underwriting costs other offering costs, net with $678,883 of offering costs that was allocated to warrant expense
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Class A Ordinary Shares Subject to Redemption	Class A Ordinary Shares Subject to Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	10 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Summary of Earnings Per Share, Basic and Diluted	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from March 8, 2021 (inception) to Class A Class B EPS: Numerator: Net Income (Loss) Allocation of net loss $ (486,231 ) $ (948,836 ) Denominator: Weighted Average shares Basic and diluted weighted average shares outstanding 2,924,049 5,706,012 Basic and diluted net loss per ordinary share $ (0.17 ) $ (0.17 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	10 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Fair Value On A Recurring Basis And Fair Value Hierarchy of The Valuation Inputs	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Liabilities: Private Placement Warrants (1) 3 $ 3,382,446 Public Warrants (1) 1 4,956,114 (1) Measured at fair value on a recurring basis.
Summary of Key Inputs Into The Lattice Simulation Model For The Private Placement Warrants And Public Warrants	The key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input (Initial Measurement) Risk-free interest rate 1.17 % Expected term (years) 5.00 Expected volatility 12.30 % Exercise price $ 11.50 Fair value of Units $ 9.78
Summary of Changes In The Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of March 8, 2021 (inception) $ — $ — $ — Issuance of Public of Private Warrants 3,233,000 4,730,000 7,963,000 Change in valuation inputs or other assumptions (1) 149,446 226,114 375,560 Fair value as of December 31, 2021 (2) $ 3,382,446 $ 4,956,114 $ 8,338,560 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. (2) Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 measurement during the period ended December 31, 2021 when the Public Warrants were separately listed and traded and utilized as an input.

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Dec. 31, 2021	Nov. 30, 2021	Oct. 19, 2021	Dec. 31, 2021
Description of Organization and Business Operations [Line Items]
Consummated the initial public offering (in Shares)		1,240,488
Units price per share (in Dollars per share)	$ 0.004	$ 1.50	$ 10	$ 0.004
Generating gross proceeds		$ 248,097	$ 200,000,000	$ 200,000,000
Purchased an aggregate (in Shares)				20,000,000
Offering price (in Dollars per share)				$ 10
Transaction costs amounted				$ 11,929,189
Underwriting fees			4,000,000	4,000,000
Deferred underwriting fees			7,000,000	7,000,000
Other offering costs	$ 929,189			929,189
Fair value in excess of consideration				$ 10,414,655
Net proceeds			$ 200,000,000
Price Per Share (in Dollars per share)			$ 10
Maturity days			185 days
Fair market value, percentage	80.00%			80.00%
Percentage of outstanding voting securities				50.00%
Net tangible assets	$ 5,000,001			$ 5,000,001
Aggregate of public shares, percentage				15.00%
Trust account per share (in Dollars per share)				$ 10
Dissolution expenses				$ 100,000
Public per shares (in Dollars per share)				$ 10
Per share (in Dollars per share)				$ 10
Working capital	1.6
Private Placement Warrants		165,398
Offering Costs	11,732,576			$ 11,732,576
Operating Bank Account	1.8			1.8
Cash payments	25,000			25,000
Working Capital Loans	$ 60,000			$ 60,000
Shares Issued, Price Per Share	$ 1.50			$ 1.50
Underwriting Expense Paid				$ 199,999
Allocation of offering costs and founders shares to warrant expense				631,124
Interest earned on marketable securities held in trust account				$ 2,944
Institutional Anchor Investors [Member]
Description of Organization and Business Operations [Line Items]
Aggregate of Private Warrants (in Shares)				186,667
Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Consummated the initial public offering (in Shares)			20,000,000
Units price per share (in Dollars per share)	10			$ 10
Private Placement Units [Member]
Description of Organization and Business Operations [Line Items]
Consummated the initial public offering (in Shares)				4,666,667
Units price per share (in Dollars per share)	1.50			$ 1.50
Generating gross proceeds		$ 12,404,880		$ 7,000,000
Founder Shares [Member]
Description of Organization and Business Operations [Line Items]
Units price per share (in Dollars per share)	0.004			$ 0.004
Stockholders Equity Deficit				$ 195,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Consummated the initial public offering (in Shares)		1,240,488		1,240,488
Units price per share (in Dollars per share)	10	$ 10		$ 10
Deferred underwriting fees		$ 434,171
Net Proceeds Was Deposited Into The Trust Account		12,404,880
Aggregate Proceeds Held In The Trust Account		212,407,824
Offering Costs		682,268
Interest earned on marketable securities held in trust account		$ 2,944
Class A Ordinary Shares
Description of Organization and Business Operations [Line Items]
Shares Issued, Price Per Share	$ 0.0001			$ 0.0001
Stock Conversion Basis				one-third
Class B Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Purchased shares (in Shares)				1,547,727

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Oct. 19, 2021	Dec. 31, 2021
Cash		$ 1,788,014
Federal depository insurance		250,000
cash equivalents		0
Cash held in the trust account		212,407,824
Offering Costs		11,732,576
Underwriting Costs		11,482,270
Other offering costs	$ 929,189	929,189
Offering Costs Associated With Warrants		$ 678,883

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Earnings Per Share, Basic and Diluted (Detail)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Allocation of net loss	$ (1,435,067)
Common Class A [Member]
Allocation of net loss	$ (486,231)
Basic and diluted weighted average shares outstanding | shares	2,924,049
Basic and diluted net loss per ordinary share | $ / shares	$ (0.17)
Common Class B [Member]
Allocation of net loss	$ (948,836)
Basic and diluted weighted average shares outstanding | shares	5,706,012
Basic and diluted net loss per ordinary share | $ / shares	$ (0.17)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 30, 2021	Oct. 19, 2021	Dec. 31, 2021	Mar. 09, 2021
Initial Public Offering [Line Items]
Shares sold (in Shares)		20,000,000		5,750,000
Underwriter's shares (in Shares)		23,000,000
Shares purchase price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 200,000,000
Incurring offering costs		11,929,189
Underwriting fees		4,000,000	$ 4,000,000
Deferred underwriting fees		7,000,000	7,000,000
Other offering costs		$ 929,189	$ 929,189
Common stock, par value (in Dollars per share)		$ 0.0001
Offering shares (in Shares)		20,000,000
Offering price per unit (in Dollars per share)		$ 10
Sale of share	1,240,488
Sale of per share	$ 1.50	$ 10	$ 0.004
Gross proceeds	$ 248,097	$ 200,000,000	$ 200,000,000
Interest earned on marketable securities held in trust account			$ 2,944
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Deferred underwriting fees	434,171
Other offering costs	$ 682,269
Sale of share	1,240,488		1,240,488
Sale of per share	$ 10		$ 10
Net proceeds was deposited into the Trust Account	$ 12,404,880
Aggregate proceeds held in the Trust Account	212,407,824
Interest earned on marketable securities held in trust account	$ 2,944
Public warrant [Member]
Initial Public Offering [Line Items]
Common stock, par value (in Dollars per share)		$ 11.50
Private Placement Warrants [Member]
Initial Public Offering [Line Items]
Sale of share	165,398
Sale of per share	$ 1.50
Gross proceeds	$ 12,404,880

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Nov. 30, 2021	Dec. 31, 2021	Oct. 19, 2021
Private Placement [Line Items]
Sponsor purchased		4,666,667
Price per warrant		$ 1.50
Generating total proceeds		$ 7,000,000
Aggregate amount		186,667
Sale of share	1,240,488
Sale of per share	$ 1.50	$ 0.004	$ 10
Over-Allotment Option [Member]
Private Placement [Line Items]
Sponsor purchased		165,398
Price per warrant		$ 1.50
Generating total proceeds		$ 12,404,880
Sale of share	1,240,488	1,240,488
Sale of per share	$ 10	$ 10
Institutional Anchor Investors [Member]
Private Placement [Line Items]
Aggregate amount		$ 280,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Nov. 30, 2021	Oct. 19, 2021	May 13, 2021	Mar. 09, 2021	Dec. 31, 2021
Related Party Transactions [Line Items]
Aggregate shares issued (in Shares)		20,000,000		5,750,000
Purchase price of founder shares				$ 25,000
Founder shares subject to forfeiture (in Shares)					750,000
Company's issued and outstanding percentage					20.00%
Price per unit (in Dollars per share)					$ 12
Aggregate cover expenses				250,000
Borrowed promissory note				$ 195,000
Conversion of notes					$ 1,000,000
Price per warrant (in Dollars per share)					$ 1.50
Secretarial and administrative service expenses					$ 10,000
Sale of share	1,240,488
Aggregate of shares transferred (in Shares)			721,402
Price per share (in Dollars per share)	$ 1.50	$ 10			$ 0.004
Issued Of Unsecured Promissory Note					$ 1,000,000
Drawing					$ 60,000
Common Class A [Member]
Related Party Transactions [Line Items]
Price per warrant (in Dollars per share)					$ 0.0001
Common Stock, Shares, Issued					0
Common Stock, Shares, Outstanding					0
Drawing					$ 1.50
Common Class B [Member]
Related Party Transactions [Line Items]
Common Stock, Shares, Issued					5,310,122
Common Stock, Shares, Outstanding					5,310,122
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Sale of share	1,240,488				1,240,488
Price per share (in Dollars per share)	$ 10				$ 10
IPO [Member]
Related Party Transactions [Line Items]
Sale of share		20,000,000
Price per share (in Dollars per share)					$ 10
Founder Shares [Member]
Related Party Transactions [Line Items]
Aggregate of shares transferred (in Shares)					1,547,727
Price per share (in Dollars per share)					$ 6.73
Deferred Offering Costs					$ 10,414,655
Statement of Operations And Transaction Costs					$ 352,186
Founder Shares [Member] | Common Class B [Member]
Related Party Transactions [Line Items]
Shares Forfeited					439,878
Common Stock, Shares, Issued					5,310,122
Common Stock, Shares, Outstanding					5,310,122
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Sale of share	1,240,488
Founder Shares [Member] | IPO [Member]
Related Party Transactions [Line Items]
Stockholders Equity Deficit					$ 10,062,469

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Nov. 30, 2021	Dec. 31, 2021	Oct. 19, 2021
Commitments and Contingencies [Line Items]
Underwriters shares additional units		3,000,000
Sale of share	1,240,488
Sale of per share	$ 1.50	$ 0.004	$ 10
Sale of Stock, Additional Consideration Received Per Transaction		$ 7,000,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Sale of share	1,240,488	1,240,488
Sale of per share	$ 10	$ 10
Sale of Stock, Additional Consideration Received Per Transaction		$ 12,404,880
Underwriter's Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriting agreement description		The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000 (or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option in exercised in full).
Sale of per share		$ 10
Sale of Stock, Additional Consideration Received Per Transaction		$ 12,404,880
Underwriter's Agreement [Member] | Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Sale of share	1,240,488

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail)	10 Months Ended
	Dec. 31, 2021shares
Warrant Liabilities [Line Items]
Public warrants	6,666,667
Private placement warrants	4,666,667
Warrants expire years	5 years
Total equity proceeds	60.00%
Business Combination [Member]
Warrant Liabilities [Line Items]
Description of business combination	the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
IPO [Member]
Warrant Liabilities [Line Items]
Warrants issued	11,912,228
Over-Allotment Option [Member]
Warrant Liabilities [Line Items]
Public warrants	413,496
Private placement warrants	165,398
Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Redemption of warrant, description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:     •   in whole and not in part;     •   at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);     •   if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and     •   if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
Effective issue price	9.20
Class A Ordinary Shares [Member] | Warrant
Warrant Liabilities [Line Items]
Redemption of warrant, description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Warrants for redemption:     •   in whole and not in part;     •   at a price of $0.01 per Public Warrant;     •   upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and     •   if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) 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 “Reference Value”).

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares	Dec. 31, 2021	Oct. 19, 2021
Temporary Equity [Line Items]
Common stock, par value		$ 0.0001
Common Class A [Member]
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000
Common stock, par value	$ 0.0001
Temporary equity, shares outstanding	21,240,488

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Detail)	10 Months Ended
	Dec. 31, 2021$ / sharesshares
Stockholders Deficit [Line Items]
Preferred stock authorized	1,000,000
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock issued and outstanding	20.00%
Class A Ordinary Shares [Member]
Stockholders Deficit [Line Items]
Common stock authorized	200,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock vote for each share	Holders of the Company’s ordinary shares are entitled to one vote for each share.
Common stock shares issued	0
Common stock shares outstanding	0
Common stock, shares, original issued	20,000,000
Common stock, shares, additional issued	1,240,488
Temporary equity, shares issued	21,240,488
Temporary equity, shares outstanding	21,240,488
Class B Ordinary Shares [Member]
Stockholders Deficit [Line Items]
Common stock authorized	20,000,000
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock vote for each share	Holders of the Company’s ordinary shares are entitled to one vote for each share.
Common stock shares issued	5,310,122
Common stock shares outstanding	5,310,122
Common stock, shares, original issued	5,750,000
Common stock, shares, forfeited issued	439,878

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value On A Recurring Basis And Fair Value Hierarchy of The Valuation Inputs (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2021USD ($)
Private Placement Warrants [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 3,382,446
Public Warrants [Member] | Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 4,956,114

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Key Inputs Into The Lattice Simulation Model For The Private Placement Warrants And Public Warrants (Detail)	Oct. 19, 2021yr
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0117
Expected term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.1230
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Fair value of Units [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.78

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes In The Fair Value of Warrant Liabilities (Detail)	10 Months Ended
	Dec. 31, 2021USD ($)
Private Placement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning balance	$ 0
Issuance of Public of Private Warrants	3,233,000
Change in valuation inputs or other assumptions	149,446
Ending balance	3,382,446
Public [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning balance	0
Issuance of Public of Private Warrants	4,730,000
Change in valuation inputs or other assumptions	226,114
Ending balance	4,956,114
Warrant Liabilities [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Beginning balance	0
Issuance of Public of Private Warrants	7,963,000
Change in valuation inputs or other assumptions	375,560
Ending balance	$ 8,338,560

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Dec. 31, 2021USD ($)$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Redemption value of warrants	$ 18
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of warrants, per price | $ / shares	$ 0.70
Aggregate of private warrants, sale	$ 3,400,000
Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of warrants, per price | $ / shares	$ 0.70
Aggregate of private warrants, sale	$ 5,000,000