Metals Acquisition 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 23, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
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	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one Class A Ordinary share, $0.0001 par value, and one-third of one redeemable 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	NYSE
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	NYSE
Entity Common Stock, Shares Outstanding		26,514,780
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A ordinary share at an exercise price
Trading Symbol	MTAL.WS
Security Exchange Name	NYSE
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,628,695

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 376,677	$ 954,974
Prepaid expenses	397,412	340,271
Total current assets	774,089	1,295,245
Long-term prepaid expenses	106,851	186,988
Marketable securities held in Trust Account	265,173,033	265,155,619
Total Assets	266,053,973	266,637,852
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit
Accrued expenses and accounts payable	1,373,209	604,474
Total current liabilities	1,373,209	604,474
Warrant liability	12,936,207	8,440,008
Deferred underwriting discount	9,280,173	9,280,173
Total Liabilities	23,589,589	18,324,655
Commitments
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value	265,173,033	265,147,800
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(22,709,312)	(16,835,266)
Total shareholders' deficit	(22,708,649)	(16,834,603)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	266,053,973	266,637,852
Class B Ordinary Shares
Shareholders' Deficit:
Common stock	$ 663	$ 663

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Purchase price, per unit	$ 10
Class A Ordinary Shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary Equity, Shares Outstanding	26,514,780	26,514,780
Class A Common Stock Subject to Redemption
Temporary Equity, Shares Outstanding	26,514,780	26,514,780
Class B Ordinary Shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	6,628,695	6,628,695
Common shares, shares outstanding	6,628,695	6,628,695

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Formation and operating costs	$ (6,894)	$ (1,369,159)
Loss from operations	(6,894)	(1,369,159)
Other income/(expense)
Change in fair value of warrants		(4,496,199)
Trust interest income		17,414
Bank fee		(869)
Total other expense		(4,479,654)
Net loss	$ (6,894)	$ (5,848,813)
Class A Ordinary Shares
Other income/(expense)
Weighted Average Number of Shares Outstanding, Basic		26,514,780
Weighted Average Number of Shares Outstanding, Diluted		26,514,780
Basic net loss per common share		$ (0.18)
Diluted net loss per common share	$ 0	$ (0.18)
Common stock subject to redemption
Other income/(expense)
Weighted Average Number of Shares Outstanding, Diluted		26,514,780
Class B Ordinary Shares
Other income/(expense)
Weighted Average Number of Shares Outstanding, Basic	6,250,000	6,628,695
Weighted Average Number of Shares Outstanding, Diluted	6,250,000	6,628,695
Basic net loss per common share	$ 0	$ (0.18)
Diluted net loss per common share	$ 0	$ (0.18)

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S (DEFICIT) EQUITY - USD ($)	Class A Ordinary SharesCommon Stock	Class B Ordinary SharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 10, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 10, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B ordinary share issued to Sponsor		$ 719	24,281		25,000
Class B ordinary share issued to Sponsor (in shares)		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		7,187,500
Balance at the beginning at Dec. 31, 2021	$ 0	$ 663	$ 0	(16,835,266)	(16,834,603)
Balance at the beginning (in shares) at Dec. 31, 2021	0	6,628,695
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares subject to possible redemption				(25,233)	(25,233)
Net loss				(5,848,813)	(5,848,813)
Balance at the end at Mar. 31, 2022		$ 663		$ (22,709,312)	$ (22,708,649)
Balance at the end (in shares) at Mar. 31, 2022		6,628,695

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash flows from Operating Activities:
Net loss	$ (6,894)	$ (5,848,813)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by sponsor in exchange for issuance of Class B ordinary shares	6,894
Interest earned on marketable securities held in Trust Account		(17,414)
Decrease in fair value of warrants		4,496,199
Changes in operating assets and liabilities:
Prepaid expenses		22,996
Accrued expenses and accounts payable		768,735
Net cash used in operating activities	0	(578,297)
Net change in cash	0	(578,297)
Cash, beginning of the period	0	954,974
Cash, end of the period	0	376,677
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption		$ 25,233
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	18,106
Deferred offering costs included in accrued offerings costs and expenses	$ 155,000

Organization and Business Opera

Organization and Business Operations and Going Concern and Management's Plan	3 Months Ended
	Mar. 31, 2022
Organization and Business Operations and Going Concern and Management's Plan
Organization and Business Operations and Going Concern and Management's Plan	Note 1 - Organization and Business Operations and Going Concern and Management’s Plan Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a 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”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of an initial Business Acquisition. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2022, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account 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, the 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 Simultaneously 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) are not 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 are 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. The underwriter had 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. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5). On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not 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 are 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”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter's over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%. In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined. The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest 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 in the proceeds from the offering and offering expenses 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 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 of $1,984,130 were allocated to the warrants and charged to the Company’s current period statement of operations. The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment”. Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity. A total of $265,147,800 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. 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 signing an agreement to enter 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 so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The net proceeds from the initial public offering are held in a trust account and are 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 requirements. The public shareholders are 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 are recorded at redemption value and have been 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 liable 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. Accordingly, the Sponsor may not be able to satisfy those obligations. On March 17, 2022, the Company and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”). Under the terms of the SSA, the Company will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia. In consideration for the acquisition of CMPL, the Company will: (a) pay US$1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue US$50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value (the “Common Stock”) to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing. The business combination has been approved by the boards of directors of the Company and Glencore. Going Concern and Management’s Plan The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern As of March 31, 2022, the Company had $376,677 of cash and a working capital deficit of $599,120, which are not sufficient to complete its planned activities. On April 13, 2022, the Company issued an unsecured promissory note (the “Sponsor Convertible Note”) to the Sponsor pursuant to which the Company may borrow up to $1,200,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 9). While the Company believes it has sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. In addition, management has determined that if the Company is unable to complete a Business Combination by August 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s anticipated capital requirements raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate the Proposed Business Combination will be successful or successful within the Combination Period. Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination. Liquidity and Capital Resources As of March 31, 2022, the Company had $376,677 of cash and working capital deficit of $599,120. As of March 31, 2022, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares (see Note 5), borrowings under the promissory note of $167,251 and proceeds from its IPO and private placements. On August 2, 2021, the Company consummated its IPO and on September 3, 2021, the Underwriter partially exercised its over-allotment option to purchase additional Units. A total of $265,147,800 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. 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 with Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through August 2, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These unaudited condensed consolidated financial statements do not 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.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. MAC-Sub is currently dormant. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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”). The Company 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 qualifying for 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 that 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 unaudited condensed consolidated 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 these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $376,677 and $954,974 of cash as at March 31, 2022 and December 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, 2022, and December 31, 2021. Investments Held in Trust Account At March 31, 2022 and December 31, 2021, funds held in the Trust Account included $265,173,033 and $265,155,619 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board ("FASB") ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. 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. As at March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. Promissory Note - Related Party As of March 31, 2022, and December 31, 2021, the Company had borrowed $0 and $0 respectively under the promissory note. During the period from March 11, 2021 (inception) through March 31, 2022, the Company borrowed $167,251 under the promissory note. The Company fully repaid the outstanding amount at the closing of the IPO on August 2, 2021. Advances from Related Parties As of March 31, 2022, and December 31, 2021, the Company had no advances from related parties. During the period from March 11, 2021 (inception) through December 31, 2021, the Company had advances from related parties of $150,000 and the amount was fully repaid at close of the IPO. These advances were non-interest bearing and due on demand. There were no advances from related parties from January 1, 2022 through to March 31, 2022. 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 consolidated 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, as of March 31, 2022, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary 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 consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether 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 consolidated 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 and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts 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 consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. 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 the sale of an asset that would be paid for the 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 consolidated balance sheet. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds from IPO $ 265,147,800 Less: ​ Proceeds allocated to Public Warrants, net of offering costs ​ (14,052,833) Ordinary share issuance costs ​ (24,729,441) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 38,807,507 Ordinary shares subject to possible redemption ​ $ 265,173,033 ​ Net Loss Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. No warrants were exercised during the months ended March 31, 2022 and the period from March 11, 2021 (inception) through March 31, 2021. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2022 ​ Class A Class B Basic and diluted net loss per share ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,679,050) ​ $ (1,169,763) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ 26,514,780 ​ 6,628,695 Basic and diluted net loss per share ​ $ (0.18) ​ $ (0.18) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 11, 2021 ​ ​ (inception) through ​ ​ March 31, 2021 ​ Class A Class B Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ — ​ $ (6,894) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ — ​ 6,250,000 Basic and diluted net loss per share ​ $ — ​ $ (0.00) ​ 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, 2022 and December 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 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. 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 on an 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 unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Units On August 2, 2021, the 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 underwriter had 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. On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees. On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. Warrants 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 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, 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 if 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. If 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. If 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	3 Months Ended
	Mar. 31, 2022
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. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not 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	3 Months Ended
	Mar. 31, 2022
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, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration. 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. 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 were non-interest bearing, unsecured and due at the earlier of December 31, 2021, or the closing of the IPO. As of March 31, 2022, and December 31, 2021, there were $0 and $0 outstanding, respectively, under the promissory note. The outstanding balance under the promissory note was repaid at the closing of the IPO on August 2, 2021. 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 and due on demand; as of March 31, 2022, and December 31, 2021, there was no amount payable. During the period from March 11, 2021 (inception) through December 31, 2021, the Company received advances from related parties of $150,000. These advances which were non-interest bearing and due on demand and were fully repaid at the close of the IPO. Working Capital Loans 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 will repay the Working Capital Loans. If 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, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 6 — Recurring Fair Value Measurements As at March 31, 2022 and December 31, 2021, the Company’s warrant liability was valued at $12,936,207 and $8,440,008. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Placement Warrant liability units was classified within Level 3 of the fair value hierarchy at December 31, 2021. As of March 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement. On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 265,173,033 ​ $ — ​ $ — ​ ​ ​ 265,173,033 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 7,954,433 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 4,981,774 ​ $ — ​ ​ $ 7,954,433 ​ $ 4,981,774 ​ $ — ​ The following table presents information about the Company's assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 265,155,619 ​ $ — ​ $ — ​ ​ 265,155,619 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 5,174,178 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 3,265,830 ​ ​ $ 5,174,178 ​ $ — ​ $ 3,265,830 ​ The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants. The following table provides quantitative information regarding Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2022 ​ 2021 Share price ​ $ 9.96 ​ $ 9.69 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ 5.50 ​ 5.50 ​ Volatility ​ 10.4 % 10.7 % Risk-free rate ​ 2.39 % 1.30 % Dividend yield ​ 0 % 0 % ​ The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company's Warrants as Level 3 for the three months ended March 31, 2022: ​ ​ ​ ​ ​ Fair value at December 31, 2021 $ 3,265,830 Change in fair value ​ 1,715,944 Private Placement Warrants reclassified to level 2 (1) ​ ​ (4,981,774) Fair Value at March 31, 2022 ​ $ — (1) Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1 2 or 3

Commitments

Commitments	3 Months Ended
	Mar. 31, 2022
Commitments
Commitments	Note 7 — 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 (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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriter had 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. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 4). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Legal Services Agreement Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as at March 31,2022 were $974,741 and $517,611 as at December 31, 2021. Tax Planning Services Agreement Tax Planning services rendered by the Company's tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as at March 31,2022 were $97,000. There were no accrued fees at December 31, 2021.

Shareholders' Deficit (Equity)

Shareholders' Deficit (Equity)	3 Months Ended
	Mar. 31, 2022
Shareholders' Deficit (Equity)
Shareholders' Deficit (Equity)	Note 8 — Shareholders’ Deficit (Equity) Preference Shares Class A Ordinary Shares— Class B Ordinary Shares Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share). 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	3 Months Ended
	Mar. 31, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. On April 13, 2022, the Company issued an unsecured promissory note (the “Sponsor Convertible Note”) the Sponsor pursuant to which the Company may borrow up to $1,200,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine (the “CSA Mine”) in the Company’s business combination (the “Business Combination”) (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,500,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. As previously disclosed, Michael James McMullen, the Company’s Chief Executive Officer, and John Rhett Miles Bennett, a director of the Company, are Managers of the Sponsor. Other than as described in these unaudited condensed consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. ​

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. MAC-Sub is currently dormant.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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”). The Company 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 qualifying for 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 that 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 unaudited condensed consolidated 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 these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company had $376,677 and $954,974 of cash as at March 31, 2022 and December 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, 2022, and December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2022 and December 31, 2021, funds held in the Trust Account included $265,173,033 and $265,155,619 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board ("FASB") ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet.
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. As at March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Promissory Note - Related Party	Promissory Note - Related Party As of March 31, 2022, and December 31, 2021, the Company had borrowed $0 and $0 respectively under the promissory note. During the period from March 11, 2021 (inception) through March 31, 2022, the Company borrowed $167,251 under the promissory note. The Company fully repaid the outstanding amount at the closing of the IPO on August 2, 2021.
Advances from Related Parties	Advances from Related Parties As of March 31, 2022, and December 31, 2021, the Company had no advances from related parties. During the period from March 11, 2021 (inception) through December 31, 2021, the Company had advances from related parties of $150,000 and the amount was fully repaid at close of the IPO. These advances were non-interest bearing and due on demand. There were no advances from related parties from January 1, 2022 through to March 31, 2022.
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 consolidated 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, as of March 31, 2022, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary 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 consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether 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 consolidated 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 and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts 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 consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. 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 the sale of an asset that would be paid for the 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 consolidated balance sheet. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds from IPO $ 265,147,800 Less: ​ Proceeds allocated to Public Warrants, net of offering costs ​ (14,052,833) Ordinary share issuance costs ​ (24,729,441) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 38,807,507 Ordinary shares subject to possible redemption ​ $ 265,173,033 ​
Net Loss Per Share	Net Loss Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. No warrants were exercised during the months ended March 31, 2022 and the period from March 11, 2021 (inception) through March 31, 2021. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2022 ​ Class A Class B Basic and diluted net loss per share ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,679,050) ​ $ (1,169,763) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ 26,514,780 ​ 6,628,695 Basic and diluted net loss per share ​ $ (0.18) ​ $ (0.18) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 11, 2021 ​ ​ (inception) through ​ ​ March 31, 2021 ​ Class A Class B Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ — ​ $ (6,894) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ — ​ 6,250,000 Basic and diluted net loss per share ​ $ — ​ $ (0.00) ​
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, 2022 and December 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 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. 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 on an 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 unaudited condensed consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Significant Accounting Policies
Summary of ordinary shares subject to possible redemption	At March 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: ​ ​ ​ ​ Gross proceeds from IPO $ 265,147,800 Less: ​ Proceeds allocated to Public Warrants, net of offering costs ​ (14,052,833) Ordinary share issuance costs ​ (24,729,441) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 38,807,507 Ordinary shares subject to possible redemption ​ $ 265,173,033
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2022 ​ Class A Class B Basic and diluted net loss per share ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ (4,679,050) ​ $ (1,169,763) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ 26,514,780 ​ 6,628,695 Basic and diluted net loss per share ​ $ (0.18) ​ $ (0.18) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 11, 2021 ​ ​ (inception) through ​ ​ March 31, 2021 ​ Class A Class B Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ Allocation of net loss ​ $ — ​ $ (6,894) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ Weighted-average shares outstanding ​ — ​ 6,250,000 Basic and diluted net loss per share ​ $ — ​ $ (0.00)

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Recurring Fair Value Measurements
Summary of assets and liabilities that were measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 265,173,033 ​ $ — ​ $ — ​ ​ ​ 265,173,033 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 7,954,433 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 4,981,774 ​ $ — ​ ​ $ 7,954,433 ​ $ 4,981,774 ​ $ — ​ The following table presents information about the Company's assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account ​ $ 265,155,619 ​ $ — ​ $ — ​ ​ 265,155,619 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 5,174,178 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 3,265,830 ​ ​ $ 5,174,178 ​ $ — ​ $ 3,265,830
Summary of quantitative information regarding Level 3 fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2022 ​ 2021 Share price ​ $ 9.96 ​ $ 9.69 ​ Strike price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ 5.50 ​ 5.50 ​ Volatility ​ 10.4 % 10.7 % Risk-free rate ​ 2.39 % 1.30 % Dividend yield ​ 0 % 0 %
Summary of reconciliation of changes in fair value liability of the beginning and ending balances for the Company's Warrants	​ ​ ​ ​ ​ Fair value at December 31, 2021 $ 3,265,830 Change in fair value ​ 1,715,944 Private Placement Warrants reclassified to level 2 (1) ​ ​ (4,981,774) Fair Value at March 31, 2022 ​ $ — (1)

Organization and Business Ope_2

Organization and Business Operations and Going Concern and Management's Plan (Details)	Mar. 17, 2022USD ($)$ / sharesshares	Sep. 16, 2021USD ($)shares	Sep. 03, 2021USD ($)$ / sharesshares	Aug. 02, 2021USD ($)$ / sharesshares	Mar. 11, 2021shares	Mar. 31, 2021USD ($)$ / shares	Mar. 31, 2021USD ($)D$ / shares	Mar. 31, 2022USD ($)D$ / sharesshares	Apr. 13, 2022USD ($)	Dec. 31, 2021USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum					1
Cash								$ 376,677		$ 954,974
Number of shares per warrant | shares								0.361
Exercise price of warrants | $ / shares			$ 11.50	$ 11.50
Purchase price, per unit | $ / shares								$ 10
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account								80
Deferred underwriting fee payable								$ 9,280,173		$ 9,280,173
Payments for investment in Trust Account			$ 265,147,800
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination								50
Condition for future business combination use of proceeds percentage								100
Business combination period								24 months
Threshold business days for redemption of public shares								10 days
Redemption of shares calculated based on business days prior to consummation of business combination (in days)								2 days
Working Capital								$ (599,120)
Aggregate purchase price						$ 25,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)								100.00%
Redemption period upon closure								24 months
Maximum Allowed Dissolution Expenses								$ 100,000
Working capital loan outstanding								0
Sponsor Convertible Note
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity of related party promissory note									$ 1,200,000
Share Sale Agreement (the "SSA")
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares	$ 0.0001
Percentage of issued share capital	100.00%
Consideration transferred	$ 1,050,000,000
Acquisition amount, issue	$ 50,000,000
Acquisition shares | shares	5,000,000
Percentage of royalty	1.50%
Warrants
Subsidiary, Sale of Stock [Line Items]
Transaction Costs								$ 1,984,130
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant | shares								1
Exercise price of warrants | $ / shares								$ 11.50
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares								0.0001		$ 0.0001
Number of warrants to purchase shares issued | shares			14,373,564	14,373,564
Class A Ordinary Shares | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares				$ 11.50
Number of shares per warrant | shares				1
Class B Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares						$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
IPO Member
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares				25,000,000
Underwriting fees								$ 5,302,956
Deferred underwriting fees								9,280,173
Purchase price, per unit | $ / shares				$ 10
Proceeds from issuance initial public offering				$ 250,000,000
Number of warrants in a unit | shares				0.33
Transaction Costs								26,713,571
Deferred underwriting fee payable								9,280,173
Transaction cost in Additional paid in capital								24,729,441
Minimum net tangible assets upon consummation of business combination								5,000,001
Other offering costs								1,022,789
IPO Member | Warrants
Subsidiary, Sale of Stock [Line Items]
Transaction Costs								$ 1,984,130
IPO Member | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares				$ 0.0001
Number of shares per warrant | shares				1
Exercise price of warrants | $ / shares				$ 11.50
Number of shares in a unit | shares				1
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares			201,971
Price of warrant | $ / shares			$ 1.50
Number of shares per warrant | shares			1
Exercise price of warrants | $ / shares			$ 11.50
Proceeds from sale of Private Placement Warrants			$ 302,956
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D								30
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued | shares				5,333,333
Price of warrant | $ / shares				$ 1.50
Proceeds from sale of Private Placement Warrants				$ 8,000,000
Maximum threshold period for registration statement to become effective after business combination				30 days
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Maximum units to be issued | shares				3,750,000
Number of units sold | shares			1,514,780					3,750,000
Proceeds from issuance of units			$ 15,147,800
Underwriting fees			302,956
Deferred underwriting fees			530,173
Proceeds from issuance initial public offering		$ 9,280,173
Percentage of offering price outstanding units								78.3
Percentage of decrease in outstanding offering units								73.8
Deferred underwriting fee payable			$ 530,173
Sponsor
Subsidiary, Sale of Stock [Line Items]
Pursuant to anchor investment | shares								1,272,500
Borrowings under the promissory note								$ 167,251
Aggregate purchase price								$ 25,000
Sponsor | Class B Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares						$ 0.0001	$ 0.0001	$ 0.004
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D							20
Forfeiture of 558,805 founder shares (in shares) | shares		558,805
Aggregate purchase price							$ 25,000
Anchor Investors
Subsidiary, Sale of Stock [Line Items]
Pursuant to anchor investment | shares					1,272,500
Purchase price, per unit | $ / shares								$ 8.73
Investments fair value								$ 11,107,653
Purchase of offering price outstanding units | shares								19,575,000
Percentage of offering price outstanding units								78.3
Anchor Investors | IPO Member
Subsidiary, Sale of Stock [Line Items]
Investments fair value								$ 11,107,653
Offering price of the Units				78.30%
Public offering price of the Units Shares | shares				19,575,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended	13 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2022	Sep. 03, 2021
Cash	$ 376,677	$ 954,974	$ 376,677
Cash equivalents	0	0	0
Federal depository insurance coverage	250,000
Borrowings under promissory note	0	0	167,251
Outstanding balance of advances from related parties	0	0	0
Advances from related parties	0		150,000
Unrecognized tax benefits	0	0	0
Unrecognized tax benefits accrued for interest and penalties	0	0	0
Marketable securities held in Trust Account	265,173,033	$ 265,155,619	265,173,033
IPO Member
Offering cost	26,713,571		26,713,571
Underwriting fees	5,302,956		5,302,956
Deferred underwriting fees	9,280,173		9,280,173
Other offering costs	1,022,789		1,022,789
Offering cost included in stockholders equity	24,729,441
Over-allotment option
Underwriting fees				$ 302,956
Deferred underwriting fees				$ 530,173
Anchor Investors
Investments fair value	11,107,653		11,107,653
Anchor Investors | IPO Member
Investments fair value	11,107,653		11,107,653
Warrants
Offering cost	1,984,130		1,984,130
Warrants | IPO Member
Offering cost	$ 1,984,130		$ 1,984,130
Private Placement Warrants | IPO Member
Number of warrants	13,666,666
Private Placement Warrants | Over-allotment option
Number of warrants	201,971
Public Warrants | Over-allotment option
Number of warrants	504,927

Significant Accounting Polici_5

Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Gross proceeds from IPO	$ 265,147,800
Proceeds allocated to Public Warrants, net of offering costs	(14,052,833)
Ordinary share issuance costs	(24,729,441)
Remeasurement adjustment of carrying value to redemption value	38,807,507
Ordinary shares subject to possible redemption	$ 265,173,033	$ 265,147,800

Significant Accounting Polici_6

Significant Accounting Policies - Net Loss Per Share (Details) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Sep. 03, 2021	Aug. 02, 2021
Exercise price of warrants			$ 11.50	$ 11.50
Number of warrants exercised	0	0
Class A Ordinary Shares
Number of warrants to purchase shares issued			14,373,564	14,373,564
Numerator:
Allocation of net loss		$ (4,679,050)
Denominator
Weighted-average shares outstanding, basic		26,514,780
Weighted-average shares outstanding, diluted		26,514,780
Basic net loss per share		$ (0.18)
Diluted net loss per share	$ 0	$ (0.18)
Class B Ordinary Shares
Numerator:
Allocation of net loss	$ (6,894)	$ (1,169,763)
Denominator
Weighted-average shares outstanding, basic	6,250,000	6,628,695
Weighted-average shares outstanding, diluted	6,250,000	6,628,695
Basic net loss per share	$ 0	$ (0.18)
Diluted net loss per share	$ 0	$ (0.18)

Initial Public Offering (Detail

Initial Public Offering (Details)	Sep. 16, 2021USD ($)shares	Sep. 03, 2021USD ($)$ / sharesshares	Aug. 02, 2021USD ($)$ / sharesshares	Mar. 31, 2022USD ($)D$ / sharesshares	Dec. 31, 2021USD ($)$ / shares	Mar. 31, 2021$ / shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant | shares				0.361
Exercise price of warrants		$ 11.50	$ 11.50
Purchase price, per unit				$ 10
Deferred underwriting fee payable | $				$ 9,280,173	$ 9,280,173
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001	$ 0.0001
Class B Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)				0.0001	$ 0.0001	$ 0.0001
Class B Ordinary Shares | Sponsor
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)				$ 0.004		$ 0.0001
Forfeiture of 558,805 founder shares (in shares) | shares	558,805
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant | shares				1
Exercise price of warrants				$ 11.50
Warrants exercisable term after the completion of a business combination				30 days
Public Warrants expiration term				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 | D				10
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
Adjustment of exercise price of warrants based on market value (as a percent)				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
Threshold consecutive trading days for redemption of public warrants | D				30
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
Adjustment of exercise price of warrants based on market value (as a percent)				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 Member
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares			25,000,000
Number of warrants in a unit | shares			0.33
Purchase price, per unit			$ 10
Gross proceeds | $			$ 250,000,000
Warrants exercisable term after the completion of a business combination			30 days
Public Warrants expiration term			5 years
Underwriting fees | $				$ 5,302,956
Deferred underwriting fee payable | $				$ 9,280,173
IPO Member | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)			$ 0.0001
Number of shares in a unit | shares			1
Number of shares per warrant | shares			1
Exercise price of warrants			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		1,514,780		3,750,000
Gross proceeds | $	$ 9,280,173
Maximum units to be issued | shares			3,750,000
Proceeds from issuance of units | $		$ 15,147,800
Underwriting fees | $		302,956
Deferred underwriting fee payable | $		$ 530,173

Private Placement (Details)

Private Placement (Details) - USD ($)	Sep. 03, 2021	Aug. 02, 2021	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant			0.361
Exercise price of warrant	$ 11.50	$ 11.50
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	14,373,564	14,373,564
Class A Ordinary Shares | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants		$ 11.50
Number of shares per warrant		1
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	201,971
Price of warrants	$ 1.50
Aggregate purchase price	$ 302,956
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
Private Placement. | Class A Ordinary Shares | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination			30 days

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Sep. 16, 2021shares	Sep. 03, 2021shares	Mar. 31, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)D$ / sharesshares	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021$ / shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Units issued during the period		1,514,780			3,750,000
Number of shares forfeited	558,805
Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Common shares, par value, (per share) | $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class B Ordinary Shares | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture			937,500	937,500
Number of shares forfeited		558,805
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $					$ 25,000
Sponsor | Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Aggregate purchase price | $				$ 25,000
Aggregate purchase price per share (in dollars) | $ / shares				$ 0.003
Shares subject to forfeiture			937,500	937,500
Restrictions on transfer period of time after business combination completion				1 year
Common shares, par value, (per share) | $ / shares			$ 0.0001	$ 0.0001	$ 0.004
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

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended	13 Months Ended
	Mar. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Working capital loan outstanding	$ 0	$ 0
Outstanding balance of advances from related parties	0	0	$ 0
Advances from related parties	0	150,000
Working capital loans warrant
Related Party Transaction [Line Items]
Working capital loan outstanding	0	0	0
Loan conversion agreement warrant	$ 1,500,000	$ 1,500,000
Price of warrant	$ 1.50	$ 1.50
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	$ 300,000	$ 300,000
Outstanding balance of related party note	$ 0	$ 0	$ 0

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Recurring - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 1
Assets:
U.S. Money Market held in Trust Account	$ 265,173,033	$ 265,155,619
Total assets	265,173,033	265,155,619
Liabilities:
Total liabilities	7,954,433	5,174,178
Level 1 | Public Warrants
Liabilities:
Warrants and Rights Outstanding	7,954,433	5,174,178
Level 2
Liabilities:
Total liabilities	4,981,774
Level 2 | Private Placement Warrants
Liabilities:
Warrants and Rights Outstanding	$ 4,981,774
Level 3
Liabilities:
Total liabilities		3,265,830
Level 3 | Private Placement Warrants
Liabilities:
Warrants and Rights Outstanding		$ 3,265,830

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Mar. 31, 2022$ / sharesUSD ($)	Dec. 31, 2021$ / sharesUSD ($)
Share price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	9.96	9.69
Strike price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	11.50	11.50
Term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input | $	5.50	5.50
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	10.4	10.7
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	2.39	1.30
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0	0

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at the beginning	$ 3,265,830
Private Placement Warrants reclassified to level 2(1)	(4,981,774)
Change in fair value	$ 1,715,944

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements - Additional Information (Details) - USD ($)	13 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Recurring Fair Value Measurements
Warrant liability	$ 12,936,207	$ 8,440,008
Transfer of assets from level 1 to level 2	0
Transfer of assets from level 2 to level 1	0
Transfer of liabilities from level 1 to level 2	0
Transfer of liabilities from level 2 to level 1	0
Transfer into level 3	$ 0

Commitments (Details)

Commitments (Details)	Sep. 16, 2021USD ($)	Sep. 03, 2021USD ($)shares	Aug. 02, 2021USD ($)shares	Mar. 31, 2022USD ($)itemshares	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item				3
Cash Underwriting Discount Percentage	2.00%
Underwriter cash discount	$ 5,302,956
Deferred underwriting fee payable				$ 9,280,173	$ 9,280,173
IPO Member
Subsidiary, Sale of Stock [Line Items]
Units issued during the period | shares			25,000,000
Cash underwriting fees				5,302,956
Deferred underwriting fee payable				$ 9,280,173
Gross proceeds			$ 250,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Underwriters option period				45 days
Units issued during the period | shares		1,514,780		3,750,000
Proceeds from issuance of units		$ 15,147,800
Cash underwriting fees		302,956
Cash Underwriting Discount Percentage	3.50%
Deferred underwriting fee payable		$ 530,173
Gross proceeds	$ 9,280,173
Legal Services Agreement
Subsidiary, Sale of Stock [Line Items]
Accrued fees				$ 974,741	517,611
Tax Planning Services Agreement
Subsidiary, Sale of Stock [Line Items]
Accrued fees				$ 97,000	$ 0

Shareholders' Deficit (Equity)

Shareholders' Deficit (Equity) - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Shareholders' Deficit (Equity)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Shareholders' Deficit (Equity_2

Shareholders' Deficit (Equity) - Common Stock Shares (Details)	Sep. 16, 2021shares	Sep. 03, 2021shares	Mar. 31, 2021$ / sharesshares	Mar. 31, 2022$ / sharesshares	Dec. 31, 2021$ / sharesshares
Sponsor
Class of Stock [Line Items]
Pursuant to anchor investment				1,272,500
Share price trigger used to measure dilution of warrants | $ / shares				$ 0.003
Over-allotment option
Class of Stock [Line Items]
Number of shares forfeited	558,805
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 subject to possible redemption, outstanding (in shares)				26,514,780	26,514,780
Threshold conversion ratio of stock				20.00%
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)				26,514,780	26,514,780
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	$ 0.0001
Number of shares issued			7,187,500
Common shares, shares issued (in shares)				6,628,695	6,628,695
Common shares, shares outstanding (in shares)				6,628,695	6,628,695
Common Stock, Voting Rights				one
Class B Ordinary Shares | Sponsor
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.004
Number of shares issued			7,187,500
Common shares, shares issued (in shares)				6,628,695	6,628,695
Shares subject to forfeiture			937,500
Warrant Exercise Price Adjustment Multiple				25,000
Class B Ordinary Shares | Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture			937,500
Number of shares forfeited		558,805

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 13, 2022	Mar. 31, 2022	Mar. 17, 2022	Dec. 31, 2021
Class A Ordinary Shares
Subsequent Event [Line Items]
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Share Sale Agreement (the "SSA")
Subsequent Event [Line Items]
Common shares, par value, (per share)			$ 0.0001
Subsequent Event [Member] | Class A Ordinary Shares
Subsequent Event [Line Items]
Common shares, par value, (per share)	$ 0.0001
Price of warrant	1.50
Share Price	$ 11.50
Subsequent Event [Member] | Convertible Note [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity of related party promissory note	$ 1,200,000
Aggregate into warrants to purchase	$ 1,500,000