Metals Acquisition 10-Q 10 Sep 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	1 Months Ended
	Mar. 31, 2021	Sep. 10, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-40685
Entity Registrant Name	METALS ACQUISITION CORP
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1589041
Entity Address, Address Line One	425 Houston Street, Suite 400
Entity Address, City or Town	Fort Worth
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	76102
City Area Code	817
Local Phone Number	698-9901
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001853021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	MTAL.U
Security Exchange Name	NASDAQ
Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A ordinary share, included as part of the units
Trading Symbol	MTAL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		26,514,780
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	each whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50
Trading Symbol	MTAL WS
Security Exchange Name	NASDAQ
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET	Mar. 31, 2021USD ($)
Assets
Cash	$ 150,000
Deferred Offering Costs	173,106
Total assets	323,106
Liabilities and Shareholders' Equity
Accrued offering costs and expenses	155,000
Advances from related parties	150,000
Total current liabilities	305,000
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,281	[1]
Accumulated deficit	(6,894)
Total shareholders' equity	18,106
Total Liabilities and Shareholder's Equity	323,106
Class A ordinary shares
Shareholders' Equity:
Common stock
Class B ordinary shares
Shareholders' Equity:
Common stock	719
Total shareholders' equity	$ 719
[1]	Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical)	Mar. 31, 2021$ / sharesshares
Preferred stock, par value, (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 shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class B ordinary shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	7,187,500
Common shares, shares outstanding	7,187,500
Class B ordinary shares | Over-allotment option
Maximum Common Stock, Shares Subject To Forfeiture	937,500

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	1 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
Formation costs	$ 6,894
Net loss	$ (6,894)
Basic and diluted weighted average shares outstanding | shares	6,250,000	[1]
Basic and diluted net loss per ordinary share | $ / shares	$ 0
[1]	Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical)	Mar. 31, 2021shares
Class B ordinary shares | Over-allotment option
Maximum Common Stock, Shares Subject To Forfeiture	937,500

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY - 3 months ended Mar. 31, 2021 - USD ($)		Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020
Balance at the beginning (in shares) at Dec. 31, 2020	[1]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B ordinary share issued to Sponsor		$ 719	24,281	0
Class B ordinary share issued to Sponsor (in shares)	[1]	7,187,500
Net loss				(6,894)	(6,894)
Balance at the end at Mar. 31, 2021		$ 719	$ 24,281	$ (6,894)	$ 18,106
Balance at the end (in shares) at Mar. 31, 2021	[1]	7,187,500
[1]	Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

UNAUDITED CONDENSED STATEMENT_4

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Parenthetical) - shares	Aug. 02, 2021	Mar. 31, 2021
Sale of Units, net of underwriting discounts (in shares)		3,750,000
Sale of Private Placement Warrants (in shares)		5,333,333
Over-allotment option
Sale of Units, net of underwriting discounts (in shares)	3,750,000
Private Placement | Private Placement Warrants
Sale of Private Placement Warrants (in shares)	5,333,333
Class B ordinary shares | Over-allotment option
Maximum Common Stock, Shares Subject To Forfeiture		937,500

UNAUDITED CONDENSED STATEMENT_5

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	1 Months Ended
	Mar. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (6,894)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating costs	6,894
Cash Flows from Financing Activities:
Advances from related parties	150,000
Net cash provided by financing activities	150,000
Net Change in Cash	150,000
Cash, end of the period	150,000
Supplemental non-cash investing and financing activities:
Deferred offering costs included in accrued offerings costs and expenses	155,000
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 18,106

Organization and Business Opera

Organization and Business Operations	1 Months Ended
	Mar. 31, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Metals Acquisition Corp (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on March 11, 2021. The Company was incorporated 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 has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (IPO), 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”). On August 2, 2021, Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriters have a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. Substantially with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) each expressed an interest to purchase up to 9.9% of the Units sold in the IPO at the public offering price of the Units offered,. The Anchor Investors purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following this offering (assuming no exercise of the over-allotment option), generating $195,750,000 in proceeds, with $191,835,000 deposited in the Trust account, net of underwriters’ commission. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests of an aggregate of 1,272,500 founders shares to all Anchor Investors combined. Membership interest were sold at approximately $0.003 per founder share for $1,273. The sale of the membership interest to the Anchor Investors is interest in the Sponsor (and indirect interest in the Company via the Sponsor’s ownership of founder shares) and no new founder shares were issued therefore, the sale of the membership interest to the Anchor Investors had no direct effect on the financial statements. The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction to the proceeds from the offering and offering expense in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds to between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs allocated to the warrants was charged to the Company’s current period statements of operations. The maximum purchase of 60% in aggregate of the Units sold in the IPO, or 15,000,000 Units and the sales of membership interest by the Sponsor are collectively called (“Anchor Investment”). Transaction costs of the IPO amounted to $14,504,126 consisting of $5,000,000 of underwriting discount, $8,750,000 of deferred underwriting discount, and $754,126 of other offering costs. Of the transaction costs, $833,082 is included within accumulated deficit and $13,671,044 is included in additional paid in capital. A total of $250,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Upon the closing of the IPO, the Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of the signing an agreement to enter into a Business Combination. However, 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. Upon the closing of the IPO, management has agreed that an aggregate of $10.00 per Unit sold in the IPO will be held in a trust account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The public shareholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial 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 Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s 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 the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed that it will 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 entered into a transaction agreement, reduce the amounts 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 trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. 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. 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 the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. Risks and Uncertainties Management is currently evaluating 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 this financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of March 31, 2021, the Company had $150,000 in cash and a working capital deficit of $155,000 (excluding deferred offering costs). The Company’s liquidity needs up to March 31, 2021 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares (see Note 5) and advances from related parties of $150,000. Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its IPO (see Note 3) and Private Placement (See Note 4). Of the net proceeds from the IPO and associated Private Placements, $250,000,000 of cash was placed in the Trust Account and $2,226,770 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity 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, 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.

Significant Accounting Policies

Significant Accounting Policies	1 Months Ended
	Mar. 31, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 30, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 9, 2021. The interim results for the period from March 11, 2021 (inception) to March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US 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. Cash and Cash Equivalents The Company had no cash at March 31, 2021. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Advances from Related Parties As of March 31, 2021, the Company had advances from related parties for $150,000. These advances are non-interest bearing and due on demand. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on August 2, 2021, offering costs totaling $14,504,126 (consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $754,126 of other offering costs) were recognized with $833,082 which was allocated to the Public and Private Warrants, included in accumulated deficit and $13,671,044 included in shareholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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”. The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. 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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible 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) are classified as a liability instrument and 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) are 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 shareholders' equity section of the Company's balance sheet. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. 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' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' 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 August 2, 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 standards if currently adopted would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	1 Months Ended
	Mar. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Units On August 2, 2021, Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriters have a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments. As of August 2, 2021, no shares of the over-allotment have been purchased. Warrants No Public Warrants are outstanding as of March 31, 2021. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 The warrants cannot be exercised until the later of 30 days after the completion of the initial Business Combination and 12 months from the closing of the IPO, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial 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 warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. 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 outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). 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 outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

Private Placement

Private Placement	1 Months Ended
	Mar. 31, 2021
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Related Party Transactions

Related Party Transactions	1 Months Ended
	Mar. 31, 2021
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, 937,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof 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 the 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. (the “lock-up”). Promissory Note — Related Party The Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. As of March 31, 2021 there were no amounts outstanding on the promissory note. Advances from Related Parties The Sponsor or an affiliate of the sponsor occasionally incurs expenses on behalf of the Company. The liability is non-interest bearing, due on demand, and as of March 31, 2021, there was $150,000 outstanding in advances from related parties. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At March 31, 2021, no such Working Capital Loans were outstanding.

Commitments

Commitments	1 Months Ended
	Mar. 31, 2021
Commitments
Commitments	Note 6 — Commitments Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. 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 completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters have a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $5,000,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,750,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	1 Months Ended
	Mar. 31, 2021
Shareholders' Equity
Shareholders' Equity	Note 7 — Shareholders’ Equity Preference Shares no outstanding Class A Ordinary Shares — no outstanding Class B Ordinary Shares — Pursuant to the Anchor Investment, the Sponsor has sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company of approximately $0.003 per share. Assuming shares are forfeited to the Company due to the underwriters not exercising the over-allotment option in full, those shares will be forfeited by the Sponsor and not the Anchor Investors. The founder shares are designated as Class B ordinary shares and 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 the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus 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 (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), 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 Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote.

Subsequent Events

Subsequent Events	1 Months Ended
	Mar. 31, 2021
Subsequent Events
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement other than noted below. On September 3, 2021 the underwriters partially exercised their over-allotment option to purchase 1,514,780 shares at a price of $10.00 per share. Simultaneously with the partial exercise of the over-allotment option the Sponsors purchased 201,971 warrants in a private placement at a purchase price of $1.50 per Private Placement Warrant.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	1 Months Ended
	Mar. 31, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 30, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 9, 2021. The interim results for the period from March 11, 2021 (inception) to March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company had no cash at March 31, 2021. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Advances from Related Parties	Advances from Related Parties As of March 31, 2021, the Company had advances from related parties for $150,000. These advances are non-interest bearing and due on demand.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on August 2, 2021, offering costs totaling $14,504,126 (consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $754,126 of other offering costs) were recognized with $833,082 which was allocated to the Public and Private Warrants, included in accumulated deficit and $13,671,044 included in shareholders’ equity.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
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”. The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.
Warrant Instruments	Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible 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) are classified as a liability instrument and 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) are 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 shareholders' equity section of the Company's balance sheet.
Net Loss Per Share	Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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.
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' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' 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 August 2, 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 standards if currently adopted would have a material effect on the accompanying financial statement.

Organization and Business Ope_2

Organization and Business Operations (Details)	Aug. 02, 2021USD ($)$ / sharesshares	Mar. 11, 2021	Mar. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares			3,750,000
Sale of Private Placement Warrants (in shares) | shares			5,333,333
Price of warrant | $ / shares			$ 1.50
Proceeds from sale of Private Placement Warrants			$ 8,000,000
Deferred underwriting fee payable			8,750,000
Cash held outside the Trust Account			150,000
Payments for investment in Trust Account	$ 250,000,000
Working Capital			155,000
Aggregate purchase price			25,000
Advances from related parties			$ 150,000
Condition for future business combination number of businesses minimum		1
Redemption of shares calculated based on business days prior to consummation of business combination (in days)	2 days
Class A ordinary shares
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001
Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 8.73
Interest to purchase, percentage	100.00%
Purchase of offering price outstanding units | shares	19,575,000
Percentage of offering price outstanding units	78.30%
Aggregate fair value of investors	$ 11,107,653
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	25,000,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 250,000,000
Transaction costs	14,504,126
Underwriting fees	5,000,000
Deferred underwriting fee payable	8,750,000
Other offering costs	754,126
Transaction cost in Accumulated deficit	833,082
Transaction cost in Additional paid in capital	13,671,044
Cash held outside the Trust Account	$ 2,226,770
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Number of Shares Issued Per Unit | shares	1
Number of Warrants Issued Per Unit | shares	0.33
Condition for future business combination number of businesses minimum	1
Payments for investment of cash in Trust Account	$ 250,000,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)	10 days
Minimum net tangible asset upon consummation of business combination.	$ 5,000,001
Maximum net interest to pay dissolutions expenses.	$ 100,000
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transactions company to complete business combination	50.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Months To Complete Business Combination	24 months
IPO | Class A ordinary shares
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	25,000,000
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Number of Shares Issued Per Unit | shares	1
IPO | Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	1,273
Purchase price, per unit | $ / shares	$ 0.003
Interest to purchase, percentage	9.90%
Sale of units | shares	1,272,500
IPO | Anchor Investors | Maximum
Subsidiary, Sale of Stock [Line Items]
Sale of units | shares	15,000,000
Aggregate units sold, percentage	60.00%
IPO | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares	$ 11.50
Number of Warrants Issued Per Unit | shares			13,666,666
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	5,333,333
Price of warrant | $ / shares	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 8,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	3,750,000
Over-allotment option | Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 195,750,000
Cash held outside the Trust Account	$ 191,835,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 25,000
Advances from related parties			$ 150,000
Sponsor | IPO
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	Aug. 02, 2021	Mar. 31, 2021
Cash equivalents		$ 0
Federal Depository Insurance Coverage		250,000
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		0
Deferred underwriting fee payable		8,750,000
Advances from related parties		$ 150,000
IPO
Transaction Costs	$ 14,504,126
Underwriting fees	5,000,000
Deferred underwriting fee payable	8,750,000
Other offering costs	754,126
Transaction cost in Accumulated deficit	833,082
Transaction cost in Additional paid in capital	$ 13,671,044
Number of Warrants Issued Per Unit	0.33
Private Placement Warrants | IPO
Number of Warrants Issued Per Unit		13,666,666
Class B ordinary shares
Shares subject to forfeiture		937,500

Initial Public Offering (Detail

Initial Public Offering (Details)	Aug. 02, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		3,750,000
Exercise price of warrants		$ 11.50
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
Warrants exercisable term after the completion of a business combination	30 days	30 days
Warrants exercisable term from the closing of the public offering	12 months	12 months
Public Warrants expiration term	5 years	5 years
Issue price per share		$ 9.20
Percentage of gross proceeds on total equity proceeds		60.00%
Trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value (as a percent)		115.00%
Number of trading days on which fair market value of shares is reported | $		10
Fair Market Value Per Share		$ 0.361
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants		$ 18
Percentage of adjustment of redemption price of stock based on market value.		180.00%
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		20 days
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00
Subsidiary, Sale of Stock [Line Items]
Stock price trigger for redemption of public warrants		$ 10
Percentage of adjustment of redemption price of stock based on market value.		100.00%
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	25,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Exercise price of warrants	11.50
Purchase price, per unit	$ 10
Gross proceeds | $	$ 250,000,000
Number of shares in a unit | shares	1
Number of warrants in a unit | shares	0.33
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	3,750,000

Private Placement (Details)

Private Placement (Details) - USD ($)	Aug. 02, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		5,333,333
Price of warrants		$ 1.50
Aggregate purchase price		$ 8,000,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,333,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 8,000,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	1 Months Ended	3 Months Ended
	Mar. 31, 2021USD ($)D$ / sharesshares	Mar. 31, 2021USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Aggregate purchase price	$ 25,000
Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued | shares		7,187,500	[1]
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001
Aggregate purchase price		$ 719
Shares subject to forfeiture | shares	937,500	937,500
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price	$ 25,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares	$ 0.003	$ 0.003
Aggregate purchase price	$ 1,272,500
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued | shares	7,187,500
Common shares, par value, (per share) | $ / shares	$ 0.003	$ 0.003
Aggregate purchase price	$ 25,000
Shares subject to forfeiture | shares	937,500	937,500
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
[1]	Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	1 Months Ended
	Mar. 31, 2021USD ($)$ / shares
Related Party Transaction [Line Items]
Repayment of promissory note - related party	$ 0
Advances from related parties	$ 150,000
Price of warrant | $ / shares	$ 1.50
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	$ 300,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant | $ / shares	$ 1.50

Commitments (Details)

Commitments (Details)	1 Months Ended
	Mar. 31, 2021USD ($)item$ / sharesshares
Commitments
Maximum number of demands for registration of securities | item	3
Number of units sold | shares	3,750,000
Deferred fee per unit | $ / shares	$ 3.5
Deferred underwriting fee payable | $	$ 8,750,000
Underwriting cash discount per unit | $ / shares	$ 2
Underwriter cash discount | $	$ 5,000,000

Shareholders' Equity - Preferre

Shareholders' Equity - Preferred Stock Shares (Details)	Mar. 31, 2021$ / sharesshares
Shareholders' Equity
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Shareholders' Equity - Common S

Shareholders' Equity - Common Stock Shares (Details)	1 Months Ended	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / sharesshares
Class of Stock [Line Items]
Class B ordinary share issued to Sponsor | $	$ 25,000
Founder Shares | Over-allotment option
Class of Stock [Line Items]
Subject to forfeiture (in shares)	937,500	937,500
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	7,187,500	7,187,500
Common shares, shares outstanding (in shares)	7,187,500	7,187,500
Class B ordinary share issued to Sponsor | $		$ 719
Ratio to be applied to the stock in the conversion	20
Class B ordinary shares | Over-allotment option
Class of Stock [Line Items]
Subject to forfeiture (in shares)	937,500	937,500
Sponsor
Class of Stock [Line Items]
Class B ordinary share issued to Sponsor | $	$ 25,000
Sponsor | Founder Shares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.003	$ 0.003
Class B ordinary share issued to Sponsor | $	$ 1,272,500
Sponsor | Class B ordinary shares | Founder Shares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.003	$ 0.003
Common shares, shares issued (in shares)	7,187,500	7,187,500
Class B ordinary share issued to Sponsor | $	$ 25,000

Subsequent Events (Details)

Subsequent Events (Details) - $ / shares	Sep. 03, 2021	Aug. 02, 2021	Mar. 31, 2021
Subsequent Event [Line Items]
Number of units sold			3,750,000
Price of warrants			$ 1.50
Over-allotment option
Subsequent Event [Line Items]
Number of units sold		3,750,000
Private Placement | Private Placement Warrants
Subsequent Event [Line Items]
Price of warrants		$ 1.50
Subsequent Event [Member] | Over-allotment option
Subsequent Event [Line Items]
Share Price	$ 10
Number of units sold	1,514,780
Subsequent Event [Member] | Private Placement | Private Placement Warrants
Subsequent Event [Line Items]
Additional Units Sold Of Shares	201,971
Price of warrants	$ 1.50