Cover Page
Cover Page - shares | 7 Months Ended | |
Sep. 30, 2021 | Dec. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | WORLDWIDE WEBB ACQUISITION CORP. | |
Entity Central Index Key | 0001853044 | |
Entity File Number | 001-40920 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1587626 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 770 E Technology Way F13-16 | |
Entity Address, City or Town | OREM | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84097 | |
City Area Code | 415 | |
Local Phone Number | 629-9066 | |
Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | WWACU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | WWAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | WWACW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets: | ||
Cash | $ 265 | |
Total current assets | 265 | |
Deferred offering costs associated with proposed public offering | 714,419 | |
Total assets | 714,684 | |
Current liabilities: | ||
Accounts payable | 14,955 | |
Accrued offering and formation costs | 531,600 | |
Promissory note payable - related party | 174,605 | |
Total current liabilities | 721,160 | |
Commitments and Contingencies (Note 5) | ||
Shareholder's Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | |
Common Stock, Value, Issued | 575 | [1],[2] |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (31,476) | |
Total shareholder's deficit | (6,476) | |
Total Liabilities and Shareholder's Deficit | 714,684 | |
Common Class A [Member] | ||
Shareholder's Deficit: | ||
Common Stock, Value, Issued | $ 0 | |
[1] | On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4). | |
[2] | This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - USD ($) | Sep. 17, 2021 | Nov. 15, 2021 | Sep. 30, 2021 |
Preferred stock, Par or stated value per share | $ 0.0001 | ||
Preferred stock, Shares authorized | 5,000,000 | ||
Preferred stock, Shares issued | 0 | ||
Preferred stock, Shares outstanding | 0 | ||
Common Class A [Member] | |||
Common stock, Par or stated value per share | $ 0.0001 | ||
Common stock, Shares authorized | 500,000,000 | ||
Common stock, Shares issued | 0 | ||
Common stock, Shares outstanding | 0 | ||
Common Class B [Member] | |||
Common stock, Par or stated value per share | $ 0.0001 | ||
Common stock, Shares authorized | 50,000,000 | ||
Common stock, Shares issued | 5,750,000 | ||
Common stock, Shares outstanding | 5,750,000 | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common stock, Other shares, Outstanding | 0 | 750,000 | |
Common Class B [Member] | Previously Reported [Member] | |||
Common stock, Shares outstanding | 8,625,000 | ||
Common Class B [Member] | Restated [Member] | |||
Common stock, Shares outstanding | 5,750,000 | ||
Common Class B [Member] | Sponsor [Member] | |||
Stock repurchased during period, Shares | 2,875,000 | ||
Stock repurchased during period, Value | $ 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
Formation Costs | $ 375 | $ 31,476 | |
Net loss | $ (375) | $ (31,476) | |
Weighted average shares outstanding, basic and diluted | [1],[2] | 5,000,000 | 5,000,000 |
Basic and diluted net loss per share | $ 0 | $ (0.01) | |
[1] | On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4). | ||
[2] | This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Common Class B [Member] - USD ($) | Sep. 17, 2021 | Nov. 15, 2021 | Sep. 30, 2021 |
Common stock, Shares outstanding | 5,750,000 | ||
Previously Reported [Member] | |||
Common stock, Shares outstanding | 8,625,000 | ||
Restated [Member] | |||
Common stock, Shares outstanding | 5,750,000 | ||
Sponsor [Member] | |||
Stock repurchased during period, Shares | 2,875,000 | ||
Stock repurchased during period, Value | $ 0 | ||
Over-Allotment Option [Member] | |||
Common stock, Other shares, Outstanding | 0 | 750,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member]Common Stock [Member] | |
Balance at the beginning (Shares) at Mar. 04, 2021 | 0 | ||||
Balance at the beginning (Amount) at Mar. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Issuance of ordinary shares to Sponsor (Shares) | [1],[2] | 5,750,000 | |||
Issuance of ordinary shares to Sponsor (Amount) | [1],[2] | 25,000 | 24,425 | $ 575 | |
Net loss | (31,101) | (31,101) | |||
Balance at the end (Shares) at Jun. 30, 2021 | 5,750,000 | ||||
Balance at the end (Amount) at Jun. 30, 2021 | (6,101) | 24,425 | (31,101) | $ 575 | |
Balance at the beginning (Shares) at Mar. 04, 2021 | 0 | ||||
Balance at the beginning (Amount) at Mar. 04, 2021 | 0 | 0 | 0 | $ 0 | |
Net loss | (31,476) | ||||
Balance at the end (Shares) at Sep. 30, 2021 | 5,750,000 | ||||
Balance at the end (Amount) at Sep. 30, 2021 | (6,476) | 24,425 | (31,476) | $ 575 | |
Balance at the beginning (Shares) at Jun. 30, 2021 | 5,750,000 | ||||
Balance at the beginning (Amount) at Jun. 30, 2021 | (6,101) | 24,425 | (31,101) | $ 575 | |
Net loss | (375) | (375) | |||
Balance at the end (Shares) at Sep. 30, 2021 | 5,750,000 | ||||
Balance at the end (Amount) at Sep. 30, 2021 | $ (6,476) | $ 24,425 | $ (31,476) | $ 575 | |
[1] | On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4). | ||||
[2] | This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT (Parenthetical) - Common Class B [Member] - USD ($) | Sep. 17, 2021 | Nov. 15, 2021 | Sep. 30, 2021 |
Common stock, Shares outstanding | 5,750,000 | ||
Restated [Member] | |||
Common stock, Shares outstanding | 5,750,000 | ||
Previously Reported [Member] | |||
Common stock, Shares outstanding | 8,625,000 | ||
Sponsor [Member] | |||
Stock repurchased during period, Shares | 2,875,000 | ||
Stock repurchased during period, Value | $ 0 | ||
Over-Allotment Option [Member] | |||
Common stock, Other shares, Outstanding | 0 | 750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (31,476) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs funded by note payable through Sponsor | 9,091 |
Formation costs paid in exchange for issuance of ordinary shares | 20,421 |
Changes in operating assets and liabilities: | |
Accounts payable | 376 |
Accrued offering and formation costs | 1,500 |
Net cash used in operating activities | (88) |
Cash Flows from Financing Activities: | |
Proceeds from promissory note payable - related party | 65,000 |
Repayment of promissory note payable - related party | (5,000) |
Offering costs paid | (59,647) |
Net cash provided by financing activities | 353 |
Net increase in cash | 265 |
Cash - beginning of period | 0 |
Cash - end of period | 265 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs included in accounts payable | 14,579 |
Deferred offering costs included in accrued offering and formation costs | 530,100 |
Deferred offering costs paid through promissory note - related party | 105,514 |
Issuance of Founder Shares in exchange for payment of deferred offering costs | $ 25,000 |
Description Of Organization And
Description Of Organization And Business Operations | 7 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations | Note 1 - Description Of Organization And Business Operations Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies . As of September 30, 2021, the Company had not commenced any operations. All activity for the period March 5, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability corporation (the “Sponsor”). In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2021 (the “ Effective Date ”). On October 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 units (the “ Units ”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “ Class A common stock ”), and one half of warrant of the Company (the “Public Warrants ”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating additional gross proceeds to the Company of $ 200,000,000 (see Note 3). In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,000,000 Units to cover overallotments, if any. On November 11, 2021, the underwriters fully exercised their over-allotment option and, on November 15, 2021, the underwriters purchased 3,000,000 Units (the “ Over-allotment Units ”) at a price of $10.00 per unit, generating additional gross proceeds of $30,000,000. On October 22, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreement, dated October 19, 2021, by and between the Company and the Sponsor (the “ Private Warrant Purchase Agreement ”), the Company completed the private sale of 8,000,000 warrants (the “ Private Placement Warrants ”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000 (such sale, the “ Private Placement ”). On November 15, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for an additional 900,000 warrants at a price of $1.00 per warrant (the “ Additional Private Placement Warrants ” and, together with the Public Warrants and the Private Placement Warrants, the “ Warrants ”), generating gross proceeds to the Company of $900,000. A total of $232,300,000, comprised of $230,000,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units ($10.00 per Unit)) and $2,300,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account (the “ Trust Account ”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs amounted to $21,995,104 consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs, and were all charged to shareholders’ equity. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 20,000,000 units of the Company (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 Units if the underwriter’s over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 8,000,000 warrants of the Company (or 8,900,000 warrants if the underwriter’s over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $ 10.10 2a-7 The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share 480-10-S99, 470-20. 480-10-S99. become redeemable, if later) to the earliest redemption date of the instrument or (ii) 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. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in The Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to any more than an aggregate of 15% of the Public Shares held by one shareholder or a group, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or pre-initial If the Company is unable to complete a Business Combination within 18 months from the closing of the Proposed Public Offering (the “Combination Period”) and the Company’s shareholders have not amended the Memorandum and Articles of Association to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that 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 underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination . The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two Pursuant to the Company’s Memorandum and Articles of Association if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten per-share In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and capital resources As of September 30, 2021, the Company had $265 in cash and working capital deficiency of $720,895. The Company’s liquidity needs up to September 30, 2021 had been satisfied through a payment of $25,000 in offering costs by the Sponsor in exchange for the Founder Shares (see Note 5), and borrowings under the promissory note of $174,605. The promissory note was fully repaid on October 22, 2021 from the proceeds of the Initial Public Offering (see Note 5). Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (See Note 4). Of the net proceeds from the Initial Public Offering and associated Private Placement, $202,000,000 of cash was placed in the Trust Account and $1,962,109 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation T Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging . Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had not occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Deferred Offering Costs and Formation Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $21,995,104 as a result of the Initial Public Offering consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs. The Offering costs were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 4). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held cash and cash equivalents of $265 as of September 30, 2021. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, there were no Class A ordinary shares subject to possible redemption presented as temporary equity outside of the shareholder’s equity section of the Company’s condensed balance sheet, as the Initial Public Offering had not occurred at this date. 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 coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 September 30, 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August the FASB issued a new standard (ASU 2020-06) trade-off if-converted mark-to-market |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering The Company consummated its of U nits on . one Class A common stock at an exercise price of per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000 and incurring $11,000,000 in underwriting fees comprised of an initial payment of $4,000,000 and $7,000,000 of deferred underwriting commissions. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to an aggregate of 3,000,000 additional Units to cover over-allotments, if any. On November 15, 2021, the Underwriters exercised the over-allotment option to purchase an additional 3,000,000 Units, generating aggregate gross proceeds of $30,000,000 and incurring $1,650,000 in underwriting fees comprised of an initial payment of $600,000 and $1,050,000 of deferred underwriting commissions. On October 22, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Warrant Purchase Agreement, the Company completed the Private Placement of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000 (the “Private Placement Proceeds”). On November 15, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement of 900,000 Additional Private Placement Warrants, generating gross proceeds to the Company of $900,000. The Additional Private Placement Warrants are identical to the warrants included in the Units sold in the Initial Public Offering, except that the Additional Private Placement Warrants (i) will not initially be registered under the Securities Act of 1933 and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up provisions in a letter agreement entered with the Company. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares In March 2021, the Sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, the Sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). On November 15, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. Ten Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 Founder shares of the Company, par value $0.0001 per share, from the Sponsor for $0.005 per share. The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and reduced the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares sold to the anchor investors at $8,300,000. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to shareholder’s equity upon the completion of the Initial Public Offering. Administrative Support Agreement The Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Commencing on October 21, 2021, the Company will pay these monthly fees until either the completion of a Business Combination or its liquidation. Promissory Note — Related Party On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of The Promissory Note is non-interest under the promissory note with the Sponsor, which became due upon demand on October 22, 2021. Private Placement Warrants The Sponsor agreed to purchase an aggregate of 8,000,000 Private Placement Warrants (or 8,900,000 Private Placement Warrants if the underwriter’s over-allotment option is exercised in full), at a price of $1.00 per Private Placement Warrant, or approximately $8,000,000 in the aggregate (or $8,900,000 if the underwriter’s over-allotment option is exercised in full) in a private placement that occurred simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 5 - Commitments And Contingencies Registration and Shareholders Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Warrant amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the per Unit offering price to the Underwriter at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $7,000,000 will become payable to the Underwriter from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. The Company has granted the Underwriter a 45 -day The Underwriters exercised the over-allotment option on November 15, 2021. |
Warrant Liabilities
Warrant Liabilities | 7 Months Ended |
Sep. 30, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liabilities | Note 6-Warrant The Company will account for the 18,000,000 warrants issued in connection with the Proposed Public Offering (the 10,000,000 Public Warrants and the 8,000,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds • in whole and not in part; • at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of 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. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholder's Deficit
Shareholder's Deficit | 7 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | Note 7 - Shareholder’s Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one |
Subsequent Events
Subsequent Events | 7 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that have not been disclosed in the condensed financial statements, other than as described below: On October 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. See Note 3 for additional information. Occurring simultaneously with the consummation of the IPO, the Company completed the sale of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to the Sponsor. On November 11, 2021, the underwriter exercised their over-allotment option in full, resulting in an additional 3,000,000 units (the “Over-Allotment Units”) being issued and sold on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $900,000. A total of $232,300,000 of the net proceeds from the sale of the units in the IPO (including the Over-Allotment Units) and the private placements which occurred on October 22, 2021 and November 15, 2021, respectively were placed in a trust account established for the benefit of the Company’s public shareholders. See Note 4 for additional information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation T |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Derivative Warrant Liability | Derivative Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. As of September 30, 2021, the company did not have any derivative warrant liabilities as the Initial Public Offering had not occurred at this date. The Company will estimate the fair value of the Public Warrants using the Public Warrants’ quoted market price. The Private Placement Warrants will be valued using a Monte Carlo Simulation Model. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Deferred Offering Costs and Formation Costs | Deferred Offering Costs and Formation Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $21,995,104 as a result of the Initial Public Offering consisting of $4,818,000 of underwriting commissions, $8,431,500 of deferred underwriting commissions, and $8,745,604 of other offering costs. The Offering costs were charged to shareholders’ deficit upon the completion of the Initial Public Offering. |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 4). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held cash and cash equivalents of $265 as of September 30, 2021. |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, there were no Class A ordinary shares subject to possible redemption presented as temporary equity outside of the shareholder’s equity section of the Company’s condensed balance sheet, as the Initial Public Offering had not occurred at this date. |
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 coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 September 30, 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In August the FASB issued a new standard (ASU 2020-06) trade-off if-converted mark-to-market |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Sep. 17, 2021 | Nov. 15, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Description Of Organization And Business Operations [Line Items] | |||||||||
Entity incorporation, Date of incorporation | Mar. 5, 2021 | ||||||||
Class of warrant or right issued during period, Warrants | 18,000,000 | ||||||||
Per share value of restricted assets | $ 10.10 | $ 10.10 | |||||||
Term of restricted investments | 185 days | ||||||||
Temporary equity, Redemption price per share | $ 10.10 | $ 10.10 | |||||||
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||||||
Percentage of public shares held by one shareholder or a group for which redemption restriction is applied | 15.00% | 15.00% | |||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |||||||
Period within which business combination shall be consummated from the closing of initial public offer | 18 months | 18 months | |||||||
Number of days within which the public shares shall be redeemed | 10 days | ||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | $ 100,000 | |||||||
Temporary equity, Liquidation preference per share | $ 10.10 | $ 10.10 | |||||||
Share price | $ 10 | $ 10 | |||||||
Number of days used for detrmining amount then on deposit in the trust account | 2 days | ||||||||
Cash | $ 265 | $ 265 | |||||||
Net working capital | 720,895 | 720,895 | |||||||
Stock Issued During Period, Value, Issued for Services | [1],[2] | $ 25,000 | |||||||
proceeds from initial public offering | $ 200,000,000 | ||||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | ||||||||
Proceeds from Issuance of Private Placement | 900,000 | ||||||||
Proceeds from promissory note payable - related party | 65,000 | ||||||||
Cash | $ 265 | $ 265 | |||||||
Public Share [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Share price | $ 10.10 | $ 10.10 | |||||||
Private Placement Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | ||||||||
Share price | $ 10 | ||||||||
Public Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 10,000,000 | ||||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||||||
Shareholder Approval [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Number of days used for detrmining amount then on deposit in the trust account | 2 days | ||||||||
Tender Offer [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Number of days used for detrmining amount then on deposit in the trust account | 2 days | ||||||||
Minimum Member | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | |||||||
Equity method investment, Ownership percentage | 50.00% | 50.00% | |||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Proceeds from promissory note payable - related party | $ 174,605 | ||||||||
Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Investment of cash in Trust Account | $ 232,300,000 | ||||||||
Offering Costs | 21,995,104 | ||||||||
Underwriting fees | 4,818,000 | ||||||||
Deferred Underwriting Commissions | $ 8,431,500 | ||||||||
Other Offering Costs | 8,745,604 | ||||||||
Assets held-in-trust | 202,000,000 | 202,000,000 | |||||||
Subsequent Event [Member] | Cash [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Cash | 1,962,109 | 1,962,109 | |||||||
Cash | $ 1,962,109 | $ 1,962,109 | |||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | |||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | |||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | |||||||
Subsequent Event [Member] | Public Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Shares issued, Price per share | $ 10 | $ 10 | |||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | ||||||||
Subsequent Event [Member] | Sponsor [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 11.50 | ||||||||
IPO Member | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Stock issued during period, Shares | 20,000,000 | ||||||||
Shares issued, Price per share | $ 10 | ||||||||
proceeds from initial public offering | $ 200,000,000 | ||||||||
Underwriting fees | 11,000,000 | ||||||||
Deferred Underwriting Commissions | $ 7,000,000 | ||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Proceeds from Issuance of Private Placement | $ 2,300,000 | ||||||||
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | ||||||||
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | ||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | ||||||||
Private Placement including Over Allotment Option [Member] | Subsequent Event [Member] | Sponsor [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 8,900,000 | ||||||||
Private Placement including Over Allotment Option [Member] | Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right issued during period, Warrants | 8,900,000 | ||||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Stock issued during period, Shares | 3,000,000 | ||||||||
Underwriting fees | $ 1,650,000 | ||||||||
Deferred Underwriting Commissions | $ 1,050,000 | 1,050,000 | |||||||
Initial Public Offering Including Over Allotment Option [Member] | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
proceeds from initial public offering | $ 230,000,000 | ||||||||
Common Class A Member | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common stock, Shares outstanding | 0 | 0 | |||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common Class A Member | Subsequent Event [Member] | Public Warrants [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | ||||||||
Common Class A Member | IPO Member | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Stock issued during period, Shares | 20,000,000 | ||||||||
Shares issued, Price per share | $ 10 | ||||||||
Common stock, Par or stated value per share | 0.0001 | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | ||||||||
Number of shares included in Unit | 1 | ||||||||
Common Class A Member | Private Placement including Over Allotment Option [Member] | Subsequent Event [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Stock issued during period, Shares | 23,000,000 | ||||||||
Common Class B [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common stock, Shares outstanding | 5,750,000 | 5,750,000 | |||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common Class B [Member] | Previously Reported [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Shares outstanding | 8,625,000 | ||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Par or stated value per share | 0.0001 | $ 0.0001 | 0.0001 | ||||||
Common stock, Shares outstanding | 8,625,000 | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||||||
Stock repurchased during period, Shares | 2,875,000 | ||||||||
Common Class B [Member] | Founder Shares [Member] | Previously Reported [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Shares outstanding | 5,750,000 | 8,625,000 | 5,750,000 | ||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Stock repurchased during period, Shares | 2,875,000 | ||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Par or stated value per share | $ 0.005 | $ 0.005 | |||||||
Common stock, Par or stated value per share | $ 0.005 | $ 0.005 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Other shares, Outstanding | 0 | 750,000 | 0 | 750,000 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||
Description Of Organization And Business Operations [Line Items] | |||||||||
Common stock, Other shares, Outstanding | 750,000 | ||||||||
[1] | On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4). | ||||||||
[2] | This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Nov. 15, 2021 | Sep. 30, 2021 | Oct. 22, 2021 |
Accounting Policies [Line Items] | ||||
Dilutive securities | $ 0 | |||
Cash | 265 | |||
Cash, FDIC insured amount | 250,000 | |||
Unrecognized tax benefits | 0 | |||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | |||
Income tax expense benefit | $ 0 | |||
Subsequent Event [Member] | ||||
Accounting Policies [Line Items] | ||||
Offering Costs | $ 21,995,104 | |||
Underwriting Fees | 4,818,000 | |||
Deferred Underwriting Commissions | $ 8,431,500 | |||
Other Offering Costs | 8,745,604 | |||
Common Class A [Member] | ||||
Accounting Policies [Line Items] | ||||
Temporary equity, Shares outstanding | 0 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Accounting Policies [Line Items] | ||||
Underwriting Fees | $ 1,650,000 | |||
Deferred Underwriting Commissions | $ 1,050,000 | $ 1,050,000 | ||
Over-Allotment Option [Member] | Common Class B [Member] | ||||
Accounting Policies [Line Items] | ||||
Common stock, Other shares, Outstanding | 0 | 0 | 750,000 | |
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Derivative liability, Noncurrent | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Nov. 15, 2021 | Sep. 30, 2021 |
Stockholders' Equity Note [Line Items] | |||||
proceeds from initial public offering | $ 200,000,000 | ||||
Proceeds from Issuance of Warrants | $ 30,000,000 | ||||
Overallotment option vesting period | 45 days | ||||
Class Of Warrant Or Right Issued During Period Warrants | 18,000,000 | ||||
Proceeds from Issuance of Private Placement | $ 900,000 | ||||
Subsequent Event [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Underwriting fees | $ 4,818,000 | ||||
Deferred underwriting commissions | $ 8,431,500 | ||||
IPO [Member] | Subsequent Event [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Stock issued during period, Shares | 20,000,000 | ||||
Share price | $ 10 | ||||
Common stock, Conversion basis | Each Unit consists of one Class A common stock and one half of one Public Warrant. | ||||
proceeds from initial public offering | $ 200,000,000 | ||||
Underwriting fees | 11,000,000 | ||||
Payment of underwriting fess | 4,000,000 | ||||
Deferred underwriting commissions | $ 7,000,000 | ||||
IPO [Member] | Subsequent Event [Member] | Public Warrant [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Number of warrants included in Unit | 0.5 | ||||
Over-Allotment Option [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Overallotment option vesting period | 45 days | ||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Stock issued during period, Shares | 3,000,000 | ||||
Underwriting fees | $ 1,650,000 | ||||
Payment of underwriting fess | 600,000 | ||||
Deferred underwriting commissions | $ 1,050,000 | $ 1,050,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Stock issued during period, Shares | 3,000,000 | ||||
Private Placement Warrants [Member] | Subsequent Event [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Class Of Warrant Or Right Issued During Period Warrants | 900,000 | 8,000,000 | |||
Class Of Warrant Or Right Issued During Period, Warrants, Price Per Warrant | $ 1 | $ 1 | |||
Proceeds from Issuance of Private Placement | $ 900,000 | ||||
Common Class A [Member] | Subsequent Event [Member] | Public Warrant [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Number of shares issued upon exercise of warrant | 1 | ||||
Exercise price of warrant | $ 11.50 | ||||
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Stock issued during period, Shares | 20,000,000 | ||||
Share price | $ 10 | ||||
Number of shares included in Unit | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Sep. 17, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 05, 2021 | |
Stock Issued During Period, Value, Issued for Services | [1],[2] | $ 25,000 | ||||||||
Note payable – related party | $ 174,605 | $ 174,605 | ||||||||
Class of warrant or right issued during period, Warrants | 18,000,000 | |||||||||
Share price | $ 10 | $ 10 | ||||||||
Overallotment option vesting period | 45 days | |||||||||
Private Placement Warrants [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||
Share price | $ 10 | |||||||||
Overallotment option vesting period | 30 days | |||||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | ||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | ||||||||
Unsecured promissory note [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||||||||
Note payable – related party | $ 174,605 | $ 174,605 | ||||||||
Administrative Service Fee [Member] | ||||||||||
Expenses from Transactions with Related Party | $ 10,000 | |||||||||
Working Capital Loan [Member] | ||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | ||||||||
Warrants issued price per warrant | $ 1 | $ 1 | ||||||||
Due to Related Parties | $ 0 | $ 0 | ||||||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 11.50 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Overallotment option vesting period | 45 days | |||||||||
Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||
Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | |||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 8,900,000 | |||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||||
Class of warrant or right issued during period, Warrants | 8,900,000 | |||||||||
Founder Shares [Member] | ||||||||||
Excess fair value over consideration of the founder shares | $ 8,300,000 | |||||||||
Founder Shares [Member] | Ten Anchor Investors [Member] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,250,000 | |||||||||
Common Class B [Member] | ||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, Shares outstanding | 5,750,000 | 5,750,000 | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Stock repurchased during period, Shares | 2,875,000 | |||||||||
Stock repurchased during period, Value | $ 0 | |||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Common stock, Other shares, Outstanding | 0 | 750,000 | 750,000 | |||||||
Common Class B [Member] | Previously Reported [Member] | ||||||||||
Common stock, Shares outstanding | 8,625,000 | |||||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||
Common stock, Shares outstanding | 8,625,000 | |||||||||
Stock repurchased during period, Shares | 2,875,000 | |||||||||
Stock repurchased during period, Value | $ 0 | |||||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||
Common stock par or stated value per share | $ 0.005 | $ 0.005 | ||||||||
Common Class B [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||
Common stock, Other shares, Outstanding | 750,000 | |||||||||
Common Class B [Member] | Founder Shares [Member] | Previously Reported [Member] | ||||||||||
Common stock, Shares outstanding | 5,750,000 | 8,625,000 | 5,750,000 | |||||||
[1] | On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the reduction of founder shares (see Note 4). | |||||||||
[2] | This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Nov. 15, 2021shares | Oct. 22, 2021shares | Sep. 30, 2021USD ($) |
Underwriting discount | 2 | ||
Deferred underwriting fee percent on gross proceeds of the IPO | 3.5 | ||
Deferred Underwriting Discount | $ | $ 7,000,000 | ||
Overallotment option vesting period | 45 days | ||
Over-Allotment Option [Member] | |||
Overallotment option vesting period | 45 days | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Stock Issued During Period Shares | 3,000,000 | ||
Over-Allotment Option [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Stock Issued During Period Shares | 3,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | Sep. 30, 2021$ / shares$ / warrantshares | Sep. 30, 2021$ / shares$ / warrant | Oct. 22, 2021$ / shares |
Class of warrant or right issued during period, Warrants | shares | 18,000,000 | ||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||
Number of business day after the closing of the initial Business Combination for registration | 60 days | ||
Share price | $ 10 | $ 10 | |
Class Of Warrants Redemption Price Per Unit | $ / warrant | 0.01 | 0.01 | |
Minimum [Member] | |||
Number of business day after the closing of the initial Business Combination for registration | 15 days | ||
Public Warrants [Member] | |||
Class of warrant or right issued during period, Warrants | shares | 10,000,000 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | $ 11.50 | |
Warrants and Rights Outstanding, Term | 5 years | 5 years | |
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||
Share price | $ 18 | $ 18 | |
Number Of Consecutive Trading Days For Determining Share Price | 20 days | ||
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days | ||
Public Warrants [Member] | Warrants exercisable in connection with redemption feature [Member] | |||
Warrants exercisable in connection with redemption feature | $ 0.361 | ||
Public Warrants [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||
Number Of Consecutive Trading Days For Determining Share Price | 10 days | ||
Class Of Warrants Redemption Price Per Unit | $ / warrant | 0.10 | 0.10 | |
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days | ||
Private Placement Warrants [Member] | |||
Class of warrant or right issued during period, Warrants | shares | 8,000,000 | ||
Share price | $ 10 | ||
Fractional Public Warrants [Member] | |||
Class of warrant or right issued during period, Warrants | shares | 0 | ||
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar | |||
Share price | $ 9.20 | $ 9.20 | |
Minimum Percentage Gross Proceeds Required From Issuance Of Equity | 60.00% | ||
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 115.00% | ||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 180.00% | ||
Common Class A [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 100.00% | ||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||
Share price | 18 | $ 18 | |
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||
Share price | $ 10 | $ 10 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||
Percentage of common stock outstanding | 20.00% | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Issued | 0 | |
Common Stock, Shares, Outstanding | 0 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | |
Common Stock, Shares, Issued | 5,750,000 | |
Common Stock, Shares, Outstanding | 5,750,000 | |
Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Conversion Basis | one-for-one | |
Founder Shares [Member] | Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 8,625,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | ||
Class of warrant or right issued during period, Warrants | 18,000,000 | ||
Proceeds from Issuance of Warrants | $ 30,000,000 | ||
Proceeds from Issuance of Private Placement | $ 900,000 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 20,000,000 | ||
Sale of Stock, Price Per Share | $ 10 | ||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | |
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | |
Proceeds from Issuance of Private Placement | $ 900,000 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Subsequent Event [Member] | Public Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||
Proceeds from Issuance of Warrants | $ 30,000,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Subsequent Event [Member] | IPO And Private Placement [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Private Placement | $ 232,300,000 |