ARYA Sciences Acquisition Corp V (ARYE) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity Registrant Name	ARYA SCIENCES ACQUISITION CORP V
Entity Central Index Key	0001852432
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40595
Entity Tax Identification Number	98-1590338
Entity Address, Address Line One	51 Astor Place, 10th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	284-2300
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Trading Symbol	ARYE
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 145,164,500
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York
Auditor Firm ID	100
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		15,449,000
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,737,500

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 775,885
Prepaid expenses	460,995
Total current assets	1,236,880
Investments held in Trust Account	149,530,514
Total Assets	150,767,394
Current liabilities:
Accounts payable	12,663
Accrued expenses	2,703,653
Total current liabilities	2,716,316
Deferred underwriting commissions	5,232,500
Total Liabilities	7,948,816
Commitments and Contingencies
Class A ordinary shares, subject to possible redemption, $0.0001 par value; 14,950,000 shares at $10.00 per share redemption value	149,500,000
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(6,681,846)
Total shareholders' deficit	(6,681,422)
Total Liabilities and Shareholders' Deficit	150,767,394
Class A Ordinary Shares [Member]
Shareholders' Deficit:
Common stock	50
Class B Ordinary Shares [Member]
Shareholders' Deficit:
Common stock	$ 374

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Shareholders' Deficit:
Preference shares, par value (in dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000
Preference shares, shares issued (in shares)	0
Preference shares, shares outstanding (in shares)	0
Class A Ordinary Shares [Member]
Liabilities and Shareholders' Deficit
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares subject to possible redemption (in shares)	14,950,000
Ordinary shares, redemption price per share (in dollars per share) | $ / shares	$ 10
Shareholders' Deficit:
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized (in shares)	479,000,000
Ordinary shares, shares issued (in shares)	499,000
Ordinary shares, shares outstanding (in shares)	499,000
Class B Ordinary Shares [Member]
Shareholders' Deficit:
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000
Ordinary shares, shares issued (in shares)	3,737,500
Ordinary shares, shares outstanding (in shares)	3,737,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
General and administrative expenses | $	$ 3,017,782
Loss from operations | $	(3,017,782)
Gain on investments held in Trust Account | $	30,514
Net loss | $	$ (2,987,268)
Class A Ordinary Shares [Member]
Weighted average ordinary shares outstanding, basic (in shares) | shares	8,390,831
Weighted average ordinary shares outstanding, diluted (in shares) | shares	8,390,831
Basic net loss per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Diluted net loss per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Class B Ordinary Shares [Member]
Weighted average ordinary shares outstanding, basic (in shares) | shares	3,514,776
Weighted average ordinary shares outstanding, diluted (in shares) | shares	3,514,776
Basic net loss per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Diluted net loss per ordinary share (in dollars per share) | $ / shares	$ (0.25)

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($)	Ordinary Shares [Member]Class A Ordinary Shares [Member]	Ordinary Shares [Member]Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Feb. 22, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 22, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor	$ 0	$ 374	24,626	0	25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	0	3,737,500
Sale of private placement shares to Sponsor in private placement	$ 50	$ 0	4,989,950	0	4,990,000
Sale of private placement shares to Sponsor in private placement (in shares)	499,000	0
Accretion on Class A ordinary shares subject to possible redemption	$ 0	$ 0	(5,014,576)	(3,694,578)	(8,709,154)
Net loss	0	0	0	(2,987,268)	(2,987,268)
Ending balance at Dec. 31, 2021	$ 50	$ 374	$ 0	$ (6,681,846)	$ (6,681,422)
Ending balance (in shares) at Dec. 31, 2021	499,000	3,737,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,987,268)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses advanced by related party	1,379
Gain on investments held in Trust Account	(30,514)
Changes in operating assets and liabilities:
Prepaid expenses	(460,995)
Accounts payable	12,663
Accrued expenses	2,633,653
Net cash used in operating activities	(831,082)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(149,500,000)
Net cash used in investing activities	(149,500,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	150,000
Repayment of note payable and advances to related party	(151,379)
Proceeds received from initial public offering, gross	149,500,000
Proceeds received from private placement	4,990,000
Offering costs paid associated with initial public offering	(3,381,654)
Net cash provided by financing activities	151,106,967
Net change in cash	775,885
Cash - beginning of the period	0
Cash - end of the period	775,885
Supplemental disclosure of noncash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions	$ 5,232,500

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations ARYA Sciences Acquisition Corp V (the “Company”) was incorporated as a Cayman Islands exempted company on February 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 22, 2021 (inception) through December 31, 2021 was related the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ARYA Sciences Holdings V, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 12, 2021. On July 15, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.7 million, inclusive of approximately $5.2 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or July 15, 2023, (the “Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below 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 date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), 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. 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 the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not 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. Going Concern As of December 31, 2021, the Company had approximately $776,000 in its operating bank account, and negative working capital of approximately $1.5 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of approximately $151,000 from the Sponsor pursuant to the Note (as defined in Note 5) and advances from the Sponsor, and $2 million in proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on July 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until July 15, 2023 to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation – Going Concern,” management has determined that the working capital deficit n and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, July 15, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after July 15, 2023, nor do these financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Repor

Restatement of Previously Reported Financial Statements	12 Months Ended
	Dec. 31, 2021
Restatement of Previously Reported Financial Statements [Abstract]
Restatement of Previously Reported Financial Statements	Note 2 – Restatement of Previously Reported Financial Statements In preparation of the Company’s financial statements for the period from February 22, 2021 (inception) through December 31, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet (as defined below) to classify all Public Shares in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company, require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Public Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on July 21, 2021 (the “Post-IPO Balance Sheet”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all Public Shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The Company is reporting the restatement to the Post-IPO Balance Sheet in this annual report. The previously presented Post-IPO Balance Sheet should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 14,075,433 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below: As of July 15, 2021 As Reported Adjustment As Restated Total assets $ 151,082,587 $ - $ 151,082,587 Total liabilities $ 5,328,250 - $ 5,328,250 Class A ordinary shares subject to redemption at $ 10.00 $ 14,754,330 $ 8,745,670 $ 149,500,000 Preference shares - - - Class A ordinary shares 137 (87 ) 50 Class B ordinary shares 374 - 374 Additional paid-in capital 5,051,005 (5,051,005 ) - Accumulated deficit (51,509 ) (3,694,578 ) (3,746,087 ) Total Stockholders’ equity (deficit) $ 5,000,007 $ (8,745,670 ) $ (3,745,663 ) Total Liabilities and Shareholders' Equity (Deficit) $ 151,082,587 $ - $ 151,082,587

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 no cash equivalents as of December 31, 2021. 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 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. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs were 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 associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ deficit. The Public 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, as of December 31, 2021, 14,950,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Ordinary Shares The Company has two classes of shares: 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 share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the period from February 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,148,447 ) $ (838,821 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 8,390,831 3,514,776 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 - Initial Public Offering On July 15, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.7 million, inclusive of approximately $5.2 million in deferred underwriting commissions.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On March 18, 2021, the Sponsor paid $25,000 to cover certain of the Company’s expenses in exchange for the issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In June 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to the Company’s independent director nominees. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement) after the Initial Public Offering. On July 15, 2021, the underwriters fully exercised the over-allotment option to purchase additional 1,950,000 Public Shares. As a result, the 487,500 Class B ordinary shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 31, 2021, a related party advanced approximately $1,400 to cover for certain expenses on behalf of the Company. The Company fully repaid the advance from related party of approximately $1,400 on April 5, 2021. On March 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $150,000 under the Note and fully repaid the Note amount on July 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Subsequent to the repayment, the loan facility was no longer available to the Company. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. For the period from February 22, 2021 (inception) through December 31, 2021, the Company incurred expenses of approximately $56,000 under this agreement, which have been paid as of December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of Founder Shares, as well as the Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On July 15, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Report and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Report.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2021, there were 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering exercise by the underwriters of the over-allotment option were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds from Initial Public Offering $ 149,500,000 Less: - Offering costs allocated to Class A shares subject to possible redemption (8,709,154 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,709,154 Class A ordinary shares subject to possible redemption $ 149,500,000

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2021
Shareholder's Deficit [Abstract]
Shareholder's Equity	Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares - Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements [Abstract]
Fair Value Measurements	Note The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level Significant Other Observable Inputs (Level Significant Other Unobservable Inputs (Level Assets held in Trust Account: U.S. Treasury Securities $ 149,523,037 $ - $ - Cash equivalents - money market funds 7,477 - - $ 149,530,514 $ - $ - Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the period from February 22, 2021 (inception) through December 31, 2021. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 no cash equivalents as of December 31, 2021.
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 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.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs were 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 associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ deficit. The Public 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, as of December 31, 2021, 14,950,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.
Income Taxes	Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss per Ordinary Shares	Net Loss per Ordinary Shares The Company has two classes of shares: 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 share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the period from February 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,148,447 ) $ (838,821 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 8,390,831 3,514,776 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Restatement of Previously Rep_2

Restatement of Previously Reported Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2021
Restatement of Previously Reported Financial Statements [Abstract]
Impact of Restatement to Post-IPO Balance Sheet	The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 14,075,433 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below: As of July 15, 2021 As Reported Adjustment As Restated Total assets $ 151,082,587 $ - $ 151,082,587 Total liabilities $ 5,328,250 - $ 5,328,250 Class A ordinary shares subject to redemption at $ 10.00 $ 14,754,330 $ 8,745,670 $ 149,500,000 Preference shares - - - Class A ordinary shares 137 (87 ) 50 Class B ordinary shares 374 - 374 Additional paid-in capital 5,051,005 (5,051,005 ) - Accumulated deficit (51,509 ) (3,694,578 ) (3,746,087 ) Total Stockholders’ equity (deficit) $ 5,000,007 $ (8,745,670 ) $ (3,745,663 ) Total Liabilities and Shareholders' Equity (Deficit) $ 151,082,587 $ - $ 151,082,587

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]
Basic and Diluted Net Income (Loss) Per Common Share	The Company has two classes of shares: 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 share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the period from February 22, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (2,148,447 ) $ (838,821 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 8,390,831 3,514,776 Basic and diluted net loss per ordinary share $ (0.25 ) $ (0.25 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	The Public Shares issued in the Initial Public Offering exercise by the underwriters of the over-allotment option were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds from Initial Public Offering $ 149,500,000 Less: - Offering costs allocated to Class A shares subject to possible redemption (8,709,154 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,709,154 Class A ordinary shares subject to possible redemption $ 149,500,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements [Abstract]
Assets Measured on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level Significant Other Observable Inputs (Level Significant Other Unobservable Inputs (Level Assets held in Trust Account: U.S. Treasury Securities $ 149,523,037 $ - $ - Cash equivalents - money market funds 7,477 - - $ 149,530,514 $ - $ -

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jul. 15, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)Business
Initial Public Offering and Private Placement [Abstract]
Gross proceeds from initial public offering		$ 149,500,000
Deferred offering costs associated with initial public offering	$ 8,700,000
Deferred underwriting commissions	5,200,000
Gross proceeds from private placement		4,990,000
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account	$ 149,500,000	$ 149,500,000
Unit price, Initial Public Offering and Private Placement (in dollars per unit) | $ / shares	$ 10
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Minimum [Member]
Initial Public Offering and Private Placement [Abstract]
Number of operating businesses included in initial Business Combination | Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80.00%
Post-transaction ownership percentage of the target business		50.00%
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Maximum [Member]
Initial Public Offering and Private Placement [Abstract]
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		24 months
Period to cease operations if Business Combination is not completed within Combination Period		10 days
Interest from Trust Account that can be held to pay dissolution expenses		$ 100,000
Private Placement Shares [Member]
Initial Public Offering and Private Placement [Abstract]
Shares issued (in shares) | shares	499,000
Share price (in dollars per share) | $ / shares	$ 10
Gross proceeds from private placement	$ 5,000,000
Initial Public Offering [Member]
Initial Public Offering and Private Placement [Abstract]
Gross proceeds from initial public offering		$ 149,500,000
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering and Private Placement [Abstract]
Shares issued (in shares) | shares	14,950,000
Share price (in dollars per share) | $ / shares	$ 10
Gross proceeds from initial public offering	$ 149,500,000
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering and Private Placement [Abstract]
Shares issued (in shares) | shares	1,950,000
Share price (in dollars per share) | $ / shares	$ 10

Description of Organization a_3

Description of Organization and Business Operations, Going Concern (Details) - USD ($)	Jul. 15, 2021	Mar. 18, 2021	Dec. 31, 2021
Going Concern [Abstract]
Cash at bank			$ 775,885
Working capital			(1,500,000)
Loan proceeds			150,000
Private Placement Shares [Member]
Going Concern [Abstract]
Proceeds from private placement not held in Trust Account	$ 2,000,000
Sponsor [Member]
Going Concern [Abstract]
Offering costs paid by sponsor in exchange for issuance of founder shares			25,000
Sponsor [Member] | Promissory Note [Member]
Going Concern [Abstract]
Loan proceeds		$ 150,000	151,000
Working capital loan outstanding amount			$ 0

Restatement of Previously Rep_3

Restatement of Previously Reported Financial Statements (Details) - USD ($)	Dec. 31, 2021	Jul. 15, 2021	Feb. 22, 2021
Post-IPO Balance Sheet [Abstract]
Total assets	$ 150,767,394	$ 151,082,587
Total liabilities	7,948,816	5,328,250
Class A ordinary shares subject to redemption at $10.00 per share	149,500,000
Preference shares	0	0
Additional paid-in capital	0	0
Accumulated deficit	(6,681,846)	(3,746,087)
Total shareholders' equity (deficit)	(6,681,422)	(3,745,663)	$ 0
Total Liabilities and Shareholder's Equity (Deficit)	150,767,394	151,082,587
Maximum [Member]
Restatement of Previously Reported Financial Statement [Abstract]
Net tangible asset threshold for redeeming Public Shares	5,000,001
Class A Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Class A ordinary shares subject to redemption at $10.00 per share		149,500,000
Ordinary shares	$ 50	$ 50
Ordinary shares subject to possible redemption (in shares)	14,950,000	14,075,433
Ordinary shares, redemption price per share (in dollars per share)	$ 10	$ 10
Class B Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Ordinary shares	$ 374	$ 374
As Reported [Member]
Post-IPO Balance Sheet [Abstract]
Total assets		151,082,587
Total liabilities		5,328,250
Preference shares		0
Additional paid-in capital		5,051,005
Accumulated deficit		(51,509)
Total shareholders' equity (deficit)		5,000,007
Total Liabilities and Shareholder's Equity (Deficit)		151,082,587
As Reported [Member] | Class A Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Class A ordinary shares subject to redemption at $10.00 per share		14,754,330
Ordinary shares		137
As Reported [Member] | Class B Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Ordinary shares		374
Adjustment [Member]
Post-IPO Balance Sheet [Abstract]
Total assets		0
Total liabilities		0
Preference shares		0
Additional paid-in capital		(5,051,005)
Accumulated deficit		(3,694,578)
Total shareholders' equity (deficit)		(8,745,670)
Total Liabilities and Shareholder's Equity (Deficit)		0
Adjustment [Member] | Class A Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Class A ordinary shares subject to redemption at $10.00 per share		8,745,670
Ordinary shares		(87)
Adjustment [Member] | Class B Ordinary Shares [Member]
Post-IPO Balance Sheet [Abstract]
Ordinary shares		$ 0

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details)	Dec. 31, 2021USD ($)
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares	Dec. 31, 2021	Jul. 15, 2021
Class A Ordinary Shares [Member]
Common stock subject to possible redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)	14,950,000	14,075,433

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Income Taxes (Details)	Dec. 31, 2021USD ($)
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0
Accrued interest and penalties	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Net Loss Per Ordinary Shares (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A Ordinary Shares [Member]
Numerator: [Abstract]
Allocation of net income (loss) | $	$ (2,148,447)
Denominator: [Abstract]
Basic weighted average ordinary shares outstanding (in shares) | shares	8,390,831
Diluted weighted average ordinary shares outstanding (in shares) | shares	8,390,831
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Class B Ordinary Shares [Member]
Numerator: [Abstract]
Allocation of net income (loss) | $	$ (838,821)
Denominator: [Abstract]
Basic weighted average ordinary shares outstanding (in shares) | shares	3,514,776
Diluted weighted average ordinary shares outstanding (in shares) | shares	3,514,776
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares	$ (0.25)
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares	$ (0.25)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jul. 15, 2021	Dec. 31, 2021
Initial Public Offering [Abstract]
Gross proceeds from initial public offering		$ 149,500,000
Deferred offering costs associated with initial public offering	$ 8,700,000
Deferred underwriting commissions	$ 5,200,000
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Gross proceeds from initial public offering		$ 149,500,000
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Shares issued (in shares)	14,950,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 149,500,000
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Shares issued (in shares)	1,950,000
Share price (in dollars per share)	$ 10

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)	Jul. 15, 2021	Mar. 18, 2021	Jun. 30, 2021	Dec. 31, 2021
Founder Shares [Abstract]
Founder shares as a percentage of issued and outstanding shares after initial public offering				20.00%
Over-Allotment Option [Member] | Public Shares [Member]
Founder Shares [Abstract]
Shares issued (in shares)	1,950,000
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)				$ 0.0001
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)		$ 0.0001		$ 0.0001
Sponsor [Member] | Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Number of trading days				20 days
Trading day threshold period				30 days
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)				$ 12
Threshold period after initial Business Combination				150 days
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 25,000
Shares issued (in shares)		3,737,500
Founder shares as a percentage of issued and outstanding shares after initial public offering		20.00%
Number of shares no longer subject to forfeiture (in shares)	487,500
Period to not transfer, assign or sell Founder Shares				1 year
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member]
Founder Shares [Abstract]
Shares subject to forfeiture (in shares)		487,500
Independent Director Nominees [Member]
Founder Shares [Abstract]
Shares issued (in shares)			120,000

Related Party Transactions, F_2

Related Party Transactions, Founder Shares, Private Placement Shares (Details) - USD ($)	Jul. 15, 2021	Dec. 31, 2021
Private Placement [Abstract]
Gross proceeds from private placement		$ 4,990,000
Private Placement Shares [Member]
Private Placement [Abstract]
Shares issued (in shares)	499,000
Share price (in dollars per share)	$ 10
Gross proceeds from private placement	$ 5,000,000
Number of days shares are transferrable after completion of initial business combination		30 days
Sponsor [Member] | Private Placement Shares [Member]
Private Placement [Abstract]
Shares issued (in shares)	499,000
Share price (in dollars per share)	$ 10
Gross proceeds from private placement	$ 5,000,000

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans and Administrative Support Agreement (Details) - USD ($)	Jul. 15, 2021	Apr. 05, 2021	Mar. 18, 2021	Mar. 31, 2021	Dec. 31, 2021
Related Party Loans [Abstract]
Repayment to related party					$ 151,379
Loan proceeds					150,000
Administrative Support Agreement [Abstract]
Related party expense					3,017,782
Sponsor [Member] | Promissory Note [Member]
Related Party Loans [Abstract]
Related party transaction			$ 300,000
Repayment to related party	$ 150,000
Loan proceeds			$ 150,000		151,000
Sponsor [Member] | Administrative Support Agreement [Member]
Administrative Support Agreement [Abstract]
Monthly fee					10,000
Related party expense					56,000
Sponsor [Member] | Advance [Member]
Related Party Loans [Abstract]
Related party transaction				$ 1,400
Repayment to related party		$ 1,400
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Loans [Abstract]
Conversion value					$ 1,500,000
Conversion price (in dollars per share)					$ 10
Borrowings outstanding					$ 0

Commitments and Contingencies,

Commitments and Contingencies, Registration Rights (Details)	Jul. 15, 2021Demand
Registration Rights [Abstract]
Number of demands eligible security holder can make	3

Commitments and Contingencies_2

Commitments and Contingencies, Underwriting Agreement (Details) $ / shares in Units, $ in Millions	Jul. 15, 2021USD ($)$ / sharesshares
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Additional shares that can be purchased to cover over-allotments (in shares) | shares	1,950,000
Underwriting discount (in dollars per share) | $ / shares	$ 0.20
Underwriting discount | $	$ 3
Deferred underwriting commissions (in dollars per share) | $ / shares	$ 0.35
Deferred underwriting commissions | $	$ 5.2

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Jul. 15, 2021
Common Stock Subject To Possible Redemption [Abstract]
Gross proceeds from initial public offering	$ 149,500,000
Offering costs paid associated with initial public offering		$ (8,700,000)
Class A ordinary shares subject to possible redemption	$ 149,500,000
Class A Ordinary Shares [Member]
Common Stock Subject To Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)	14,950,000	14,075,433
Class A ordinary shares subject to possible redemption		$ 149,500,000
Initial Public Offering [Member]
Common Stock Subject To Possible Redemption [Abstract]
Gross proceeds from initial public offering	$ 149,500,000
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Common Stock Subject To Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)	14,950,000
Offering costs paid associated with initial public offering	$ (8,709,154)
Accretion on Class A ordinary shares subject to possible redemption amount	8,709,154
Class A ordinary shares subject to possible redemption	$ 149,500,000

Shareholders' Deficit (Details)

Shareholders' Deficit (Details)	10 Months Ended
	Dec. 31, 2021Vote$ / sharesshares	Jul. 15, 2021shares	Mar. 18, 2021$ / shares
Stockholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	1,000,000
Preference shares, shares issued (in shares)	0
Preference shares, shares outstanding (in shares)	0
Voting rights per share | Vote	1
Founder shares as a percentage of issued and outstanding shares after initial public offering	20.00%
Stock conversion basis at time of business combination	1
Class A Ordinary Shares [Member]
Stockholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	479,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Voting rights per share | Vote	1
Ordinary shares, shares issued (in shares)	15,449,000
Ordinary shares, shares outstanding (in shares)	15,449,000
Ordinary shares, shares issued (in shares)	499,000
Ordinary shares, shares outstanding (in shares)	499,000
Ordinary shares subject to possible redemption (in shares)	14,950,000	14,075,433
Class B Ordinary Shares [Member]
Stockholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	20,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Ordinary shares, shares issued (in shares)	3,737,500
Ordinary shares, shares outstanding (in shares)	3,737,500

Fair Value Measurements (Detail

Fair Value Measurements (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Investments held in Trust Account [Abstract]
Transfers from Level 1 to Level 2	$ 0
Transfers from Level 2 to Level 1	0
Transfers in into Level 3	0
Transfers out of Level 3	$ 0
Maximum [Member]
Investments held in Trust Account [Abstract]
Investment maturity period	185 days
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	$ 149,530,514
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	149,523,037
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Cash Equivalents - Money Market Funds [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	7,477
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash Equivalents - Money Market Funds [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Cash Equivalents - Money Market Funds [Member]
Investments held in Trust Account [Abstract]
Investments held in Trust Account	$ 0