Investcorp Europe Acquisition Corp I (IVCUF) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	Investcorp Europe Acquisition Corp I
Entity Central Index Key	0001857410
Entity File Number	001-41161
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Century Yard
Entity Address, Address Line Two	Cricket SquareElgin Avenue
Entity Address, Address Line Three	P.O. Box 1111
Entity Address, City or Town	George Town
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1102
City Area Code	345
Local Phone Number	949-5122
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCB
Security Exchange Name	NASDAQ
Capital 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	IVCBU
Security Exchange Name	NASDAQ
Redeemable warrants [Member]
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	IVCBW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 1,215,609	$ 2,632,930
Prepaid expenses	612,261	570,838
Total Current Assets	1,827,870	3,203,768
Prepaid expenses	362,692	498,702
Marketable securities held in Trust Account	351,936,324	351,900,888
Total Assets	354,126,886	355,603,358
Current Liabilities
Accounts payable and accrued expenses	406,921	1,316,814
Accrued offering costs	0	299,686
Total Current Liabilities	406,921	1,616,500
Warrant liabilities	9,586,000	25,839,000
Deferred underwriting fee payable	12,075,000	12,075,000
Total Liabilities	22,067,921	39,530,500
Commitments and Contingencies
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Accumulated deficit	(19,841,898)	(35,828,005)
Total Shareholders' Deficit	(19,841,035)	(35,827,142)
Total Liabilities and Shareholders' Deficit	354,126,886	355,603,358
Common Class A [Member]
Current Liabilities
Class A ordinary shares subject to possible redemption, 34,500,000 shares issued and outstanding at redemption value of $10.20 per share	351,900,000	351,900,000
Shareholders' Deficit
Common Stock	0	0
Common Class B [Member]
Shareholders' Deficit
Common Stock	$ 863	$ 863

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Shares Issued	34,500,000	34,500,000
Temporary Equity, Shares Outstanding	34,500,000	34,500,000
Temporary Equity, Redemption Price Per Share	$ 10.20	$ 10.20
Preferred Stock, Par or Stated Value Per Share	0.0001	0.0001
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Shares, Issued	8,625,000	8,625,000
Common Stock, Shares, Outstanding	8,625,000	8,625,000

Condensed Statements Of Operati

Condensed Statements Of Operation - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Formation and operating costs	$ 4,452	$ 396,772
Loss from operations	(4,452)	(396,772)
Other income
Change in fair value of warrant liabilities	0	16,253,000
Interest earned on Investments held in Trust Account	0	35,436
Total other income	0	16,288,436
Net income (loss)	$ (4,452)	$ 15,891,664
Common Class A [Member]
Other income
Basic and diluted weighted average shares outstanding	0	34,500,000
Basic and diluted net income per redeemable	$ 0	$ 0.37
Common Class B [Member]
Other income
Basic and diluted weighted average shares outstanding	0	8,625,000
Basic and diluted net income per redeemable	$ 0	$ 0.37

Condensed Statements Of Changes

Condensed Statements Of Changes In Shareholders' Deficit - USD ($)	Total	Accumulated Deficit	Common Class B [Member]Ordinary Shares
Beginning balance at Mar. 21, 2021	$ 0	$ 0
Net income	(4,452)	(4,452)
Ending balance at Mar. 31, 2021	(4,452)	(4,452)
Beginning balance (in shares) at Dec. 31, 2021			8,625,000
Beginning balance at Dec. 31, 2021	(35,827,142)	(35,828,005)	$ 863
Remeasurement of redeemable shares to redemption value	94,443	94,443
Net income	15,891,664	15,891,664
Ending balance at Mar. 31, 2022	$ (19,841,035)	$ (19,841,898)	$ 863
Ending balance (in shares) at Mar. 31, 2022			8,625,000

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flow - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (4,452)	$ 15,891,664
Reconciling items from net income (loss) to cash
Interest earned on Investment held in Trust Account	0	(35,436)
Change in fair value of warrant liabilities	0	(16,253,000)
Changes in operating assets and liabilities:
Prepaid expenses	0	94,587
Accounts payable and accrued expenses	4,452	(909,892)
Accrued offering costs	0	(205,244)
Net cash used in operating activities	0	(1,417,321)
Net change in cash	0	(1,417,321)
Cash at beginning of period	0	2,632,930
Cash at end of period	0	1,215,609
Supplemental disclosure of cash flow information:
Deferred underwriting fee payable	0	12,075,000
Accretion of Ordinary Shares to redemption value	$ 0	$ 94,443

Organization and Business Opera

Organization and Business Operation	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operation	Note 1—Organization and Business Operation Investcorp Asia Acquisition Corp I was incorporated in the Cayman Islands on March 22, 2021. On October 7, 2021, the Company changed its name to Investcorp Europe Acquisition Corp I (the “Company”). The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination but is focused on identifying a Business Combination target with operations or prospective operations in Western Europe, including the United Kingdom, or Northern Europe and, opportunistically, in Turkey, and businesses focusing on business services, consumer and lifestyle, niche manufacturing and technology. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 22, 2021 (inception) through March 31, 2022 relates to the Company’s formation and Initial Public Offering of units (the “IPO”) described below, and since the IPO, the search for a target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company expects to generate non-operating The registration statement for the Company’s IPO was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated its IPO of 34,500,000 units, which included the full exercise of the underwriter’s over-allotment option of 4,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed further in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 16,700,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to Europe Acquisition Holdings Limited (the “Sponsor”) generating proceeds of $16,700,000. Following the closing of the IPO on December 17, 2021, $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”), located in the United States at a nationally recognized financial institution, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 100 pre-Business If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory obligations would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.20 per Public Share, or less in certain circumstances, on the liquidation of the Trust Account and the warrants will expire worthless. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 9 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except 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. Liquidity and Capital Resources As of March 31, 2022 the Company had $1,215,609 in its operating bank accounts, and working capital of $1,420,949, which excludes taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of March 31, 2022, approximately $36,324 of the amount on deposit in marketable securities held in the Trust Account represented interest income, which is available to pay the Company’s tax obligations, if any. The Company’s liquidity needs up to December 17, 2021 were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). In addition, in order to finance transaction costs in connection with the Business Combination, the Company’s Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risk and Uncertainties Management is currently evaluating the impact of the COVID-19

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Start-ups 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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of these financial statements in conformity with US 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. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. The Company had cash of $1,215,609 and $2,632,930 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Marketable Securities Held in Trust Account The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of cash and money market mutual funds in the amount of $351,936,324 and $351,900,888, respectively. 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 Coverage of $ 250,000 Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 Net Income Per Ordinary Share The Company’s statements of operations include a presentation of net income per share for ordinary shares subject to possible redemption and applies the two-class pro-rata non-redeemable pro-rata non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended March 31, Redeemable Class A ordinary shares Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 12,713,331 $ 3,178,333 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per share $ 0.37 $ 0.37 For the period from March 22, 2021 Class A Class B Basic and diluted net income per share Numerator: Allocation of net loss $ — $ (4,452 ) Denominator: Weighted-average shares outstanding — — Basic and diluted net income per share $ — $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued non-current net-cash date. The 33,950,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 17,250,000 Public Warrants included in the Units and the 16,700,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Class A ordinary share issuance costs (13,990,000 ) Proceeds allocated to Public Warrants (20,036,291 ) Plus: Accretion of carrying value to redemption value 40,926,921 Class A ordinary shares subject to possible redemption $ 351,900,000 Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of March 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting Subtopic 470-20, Debt—Debt ASU No. 2020-06, more Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3— Initial Public Offering On December 17, 2021 the Company sold 34,500,000 Units, which included 4,500,000 units from the underwriters full exercise of their over-allotment option, at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000. Each Unit consists of one Class A ordinary share and one-half 6 Following the closing of the IPO on December 17, 2021 an aggregate of $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Transaction costs of the IPO amounted to $20,078,227 consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $1,103,227 of other offering costs. Of the transaction costs, $19,224,170 was included in Additional Paid-in

Private Placement Warrants

Private Placement Warrants	3 Months Ended
	Mar. 31, 2022
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4—Private Placement Warrants Simultaneously with consummation of the IPO, the Sponsor purchased an aggregate of 16,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($16,700,000 in the aggregate). Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On April 1, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On November 3, 2021, the Sponsor transferred 718,750 Founder Shares to Baroness Ruby McGregor-Smith, 479,167 Founder Shares to Peter McKellar, and 30,000 Founder Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, at approximately $0.12 per share. This resulted in a benefit to the Company from the excess fair value of shares issued over the nominal purchase price. The excess fair value of the Founder Shares over their nominal purchase price is estimated to be $5,292,600 and will be recorded as compensation expense upon closing of the Business Combination. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note—Related Party On April 1, 2021, the Sponsor issued an unsecured non-interest-bearing Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. 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. At the lender’s discretion, up to $2,000,000 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 terms of the warrants would be identical to the terms of the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	3 Months Ended
	Mar. 31, 2022
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 6—Class A Ordinary Shares Subject to Possible Redemption Class A Ordinary Shares —The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31 , 2022 and December 31 , 2021 , there were no Class A ordinary shares issued or outstanding (excluding 34,500,000 shares subject to possible redemption).

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 7—Shareholders’ Deficit Preference Shares — outstanding. Class B Ordinary Shares —The Company is authorized to issue Class B ordinary shares with a par value of $ per share. As of March , and December , , there were shares of Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Class B ordinary shares (the Founder Shares) will convert into Class A ordinary shares following the consummation of the initial Business Combination on a one-for-one as-converted

Warrant Liabilities

Warrant Liabilities	3 Months Ended
	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liabilities	Note 8—Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading three If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class ordinary share equals or exceeds $10.00. • 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 prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable The Company will account for the 33,950,000 warrants to be issued in connection with the IPO (including 17,250,000 Public Warrants and 16,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 9—Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Warrants (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were granted the option to purchase up to 4,500,000 additional units at the IPO price of $10.00 within 45 days of the consummation of the IPO. The underwriters fully exercised this option at the time of the IPO. The underwriters earned a cash underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate, which was paid upon the closing of the IPO. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 10—Recurring Fair Value Measurements The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2022: (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 351,936,324 $ — $ — Liabilities Public Warrants $ 4,830,000 $ — $ — Private Placement Warrants $ — $ — $ 4,756,000 Total $ 356,766,324 $ — $ 4,756,000 Marketable Securities held in Trust Account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market mutual fund. During the three months ended March 31, 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The composition of the Company’s fair value of held to maturity securities on March 31, 2022 is as follows: Fair Value as of March 31, 2022 Money Market Mutual Fund $ 351,936,027 Cash held in Trust Account 297 $351,936,324 Warrant Liabilities As of March 31, 2022 and December 31, 2021, the Company’s warrant liabilities were valued at $9,586,000 and $25,839,000, respectively. Under the guidance in ASC 815-40, re-measurement re-measurement, The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liabilities is classified within Level 3 of the fair value hierarchy. The Company established the initial fair value for the warrants on December 17, 2021, the date of the consummation of the Company’s IPO. The fair value of the Public Warrants and the Private Placement Warrants were measured using a Monte Carlo simulation model. The estimated fair value of the Public Warrants and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life(term) and the risk-free rate of interest rate. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of Public Warrants for SPACs which have recently had an IPO and have not yet consummated a merger. The risk-free interest rate is based on the U.S. Treasury curve. The expected life of the instruments are assumed to be equivalent to their remaining contractual term plus one year. The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis. Private Warrant Liability Public Warrant Liability Total Warrant Fair Value as of March 22, 2021 (inception) $ — $ — $ — Initial measurement as of December 17, 2021 (IPO date) 13,749,000 13,990,000 27,739,000 Change in fair value (974,000 ) (926,000 ) (1,900,000 ) Fair Value as of December 31, 2021 12,775,000 13,064,000 25,839,000 Transfer to Level 1 — (13,064,000 ) (13,064,000 ) Change in fair value (8,019,000 ) — (8,019,000 ) Fair Value as of March 31, 2022 $ 4,756,000 $ — $ 4,756,000 The following table provides the significant inputs into the Monte Carlo method for the fair value of the Private Warrants, which are classified as Level 3: Input March 31, 2022 December 31, 2021 Share price $ 9.98 $ 9.71 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 2.40 % 1.34 % Volatility 4.18 % 13.24 % Term (in years) 5.71 5.96 Dividend yield - % - % Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The Public Warrants underlying the units sold in the IPO began separately trading on February 3, 2022 and as such were reclassified to Level 1 in the quarter ended March 31, 2022.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Start-ups 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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of these financial statements in conformity with US 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. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. The Company had cash of $1,215,609 and $2,632,930 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of cash and money market mutual funds in the amount of $351,936,324 and $351,900,888, respectively.
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 Coverage of $ 250,000
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company’s statements of operations include a presentation of net income per share for ordinary shares subject to possible redemption and applies the two-class pro-rata non-redeemable pro-rata non-redeemable The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended March 31, Redeemable Class A ordinary shares Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 12,713,331 $ 3,178,333 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per share $ 0.37 $ 0.37 For the period from March 22, 2021 Class A Class B Basic and diluted net income per share Numerator: Allocation of net loss $ — $ (4,452 ) Denominator: Weighted-average shares outstanding — — Basic and diluted net income per share $ — $ —
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued non-current net-cash date. The 33,950,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 17,250,000 Public Warrants included in the Units and the 16,700,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Class A ordinary share issuance costs (13,990,000 ) Proceeds allocated to Public Warrants (20,036,291 ) Plus: Accretion of carrying value to redemption value 40,926,921 Class A ordinary shares subject to possible redemption $ 351,900,000
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of March 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting Subtopic 470-20, Debt—Debt ASU No. 2020-06, more Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Basic And Diluted Net Income Per Ordinary Share	The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the three months ended March 31, Redeemable Class A ordinary shares Non-Redeemable Basic and diluted net income per share Numerator: Allocation of net income $ 12,713,331 $ 3,178,333 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per share $ 0.37 $ 0.37 For the period from March 22, 2021 Class A Class B Basic and diluted net income per share Numerator: Allocation of net loss $ — $ (4,452 ) Denominator: Weighted-average shares outstanding — — Basic and diluted net income per share $ — $ —
Summary of Class A Ordinary Shares Subject To Possible Redemption	As of March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Class A ordinary share issuance costs (13,990,000 ) Proceeds allocated to Public Warrants (20,036,291 ) Plus: Accretion of carrying value to redemption value 40,926,921 Class A ordinary shares subject to possible redemption $ 351,900,000

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Fair Value Assets and Liabilities	The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2022: (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 351,936,324 $ — $ — Liabilities Public Warrants $ 4,830,000 $ — $ — Private Placement Warrants $ — $ — $ 4,756,000 Total $ 356,766,324 $ — $ 4,756,000
Summary of Fair Value of Held To Maturity Securities	The composition of the Company’s fair value of held to maturity securities on March 31, 2022 is as follows: Fair Value as of March 31, 2022 Money Market Mutual Fund $ 351,936,027 Cash held in Trust Account 297 $351,936,324
Summary of Fair Value of Warrants Liabilities	The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis. Private Warrant Liability Public Warrant Liability Total Warrant Fair Value as of March 22, 2021 (inception) $ — $ — $ — Initial measurement as of December 17, 2021 (IPO date) 13,749,000 13,990,000 27,739,000 Change in fair value (974,000 ) (926,000 ) (1,900,000 ) Fair Value as of December 31, 2021 12,775,000 13,064,000 25,839,000 Transfer to Level 1 — (13,064,000 ) (13,064,000 ) Change in fair value (8,019,000 ) — (8,019,000 ) Fair Value as of March 31, 2022 $ 4,756,000 $ — $ 4,756,000
Summary of Fair Value Measurement Inputs and Valuation Techniques	The following table provides the significant inputs into the Monte Carlo method for the fair value of the Private Warrants, which are classified as Level 3: Input March 31, 2022 December 31, 2021 Share price $ 9.98 $ 9.71 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 2.40 % 1.34 % Volatility 4.18 % 13.24 % Term (in years) 5.71 5.96 Dividend yield - % - %

Organization and Business Ope_2

Organization and Business Operation - Additional Information (Detail) - USD ($)	Dec. 17, 2021	Mar. 31, 2022
Organization And Plan Of Operation [Line Items]
Entity Incorporation, Date of Incorporation		Mar. 22, 2021
Class of warrants and rights issued during the period	33,950,000
Restricted investments term	185 days
Due from Banks		$ 1,215,609
Working capital (deficit)		1,420,949
Proceeds from Issuance of Common Stock	$ 25,000
Proceeds from unsecured and non-interest bearing promissory note	300,000
Working capital loans		0
Prior upon such consummation of business combination tangible assets	$ 5,000,001
Percentage of public shares aggregate to redeeming restriction	15.00%
Interest Income [Member]
Organization And Plan Of Operation [Line Items]
Interest receivable on investments held in trust account		$ 36,324
Private Placement Warrants [Member]
Organization And Plan Of Operation [Line Items]
Class of warrants and rights issued during the period	16,700,000
Sponsor [Member] | Private Placement Warrants [Member]
Organization And Plan Of Operation [Line Items]
Class of warrants and rights issued during the period	16,700,000
Class of warrants and rights issued price per warrant	$ 1
Proceeds from Issuance of Private Placement	$ 16,700,000
Common Class A [Member] | IPO [Member]
Organization And Plan Of Operation [Line Items]
Stock shares issued during the period shares	34,500,000
Shares Issued, Price Per Share	$ 10
Proceeds from Issuance Initial Public Offering	$ 345,000,000
Per share value of restricted investments	$ 10.20
Common Class A [Member] | IPO [Member] | Maximum [Member]
Organization And Plan Of Operation [Line Items]
Initial investment held in the trust account	$ 351,900,000
Common Class A [Member] | Over-Allotment Option [Member]
Organization And Plan Of Operation [Line Items]
Stock shares issued during the period shares	4,500,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Dec. 17, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash		$ 1,215,609	$ 2,632,930
Cash Equivalents		0	0
Cash, FDIC Insured Amount		250,000
Accumulated deficit		(19,841,898)	(35,828,005)
Marketable securities held in Trust Account		351,936,324	$ 351,900,888
Accrued for interest and penalties		$ 0
Effective Income Tax Rate Reconciliation, Percent		50.00%
Unrecognized Tax Benefits		$ 0
Class of warrant or right, outstanding		33,950,000
Private Placement Warrants [Member]
Class of warrant or right, outstanding		16,700,000
Public Warrants [Member]
Class of warrant or right, outstanding		17,250,000
IPO And Private Placement [Member] | Warrant [Member]
Offering costs	$ 20,078,227
Underwriting fee	6,900,000
Accumulated deficit	854,057
Deferred underwriting fee	12,075,000
Other offering costs	$ 1,103,227

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Basic And Diluted Net Income Per Ordinary Share (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2022
Redeemable Class A ordinary shares
Numerator:
Allocation of net income	$ 12,713,331
Denominator:
Weighted-average shares outstanding	34,500,000
Basic and diluted net income per share	$ 0.37
Non-Redeemable Class B ordinary shares
Numerator:
Allocation of net income	$ 3,178,333	$ (4,452)
Denominator:
Weighted-average shares outstanding	8,625,000
Basic and diluted net income per share	$ 0.37

Significant Accounting Polici_6

Significant Accounting Policies - Summary of Class A Ordinary Shares Subject To Possible Redemption (Detail) - Class A Common Stock Subject To Possible Redemption [Member] - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Gross Proceeds	$ 345,000,000	$ 345,000,000
Less:
Class A ordinary share issuance costs	(13,990,000)	(13,990,000)
Proceeds allocated to Public Warrants	(20,036,291)	(20,036,291)
Plus:
Accretion of carrying value to redemption value	40,926,921	40,926,921
Class A ordinary shares subject to possible redemption, 34,500,000 shares issued and outstanding at redemption value of $10.20 per share	$ 351,900,000	$ 351,900,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Dec. 17, 2021	Mar. 31, 2022	Dec. 31, 2021
Initial Public Offering [Line Items]
Accumulated deficit		$ (19,841,898)	$ (35,828,005)
IPO And Private Placement [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Additional Paid-in Capital	$ 19,224,170
Offering costs	20,078,227
Underwriting fee	6,900,000
Deferred underwriting fee	12,075,000
Other offering costs	1,103,227
Accumulated deficit	$ 854,057
Common Class A [Member] | IPO [Member]
Initial Public Offering [Line Items]
Stock shares issued during the period shares	34,500,000
Shares Issued, Price Per Share	$ 10
Proceeds from Issuance Initial Public Offering	$ 345,000,000
Per share value of restricted investments	$ 10.20
Common Class A [Member] | IPO [Member] | Maximum [Member]
Initial Public Offering [Line Items]
Payment to acquire restricted investments	$ 351,900,000
Common Class A [Member] | Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock shares issued during the period shares	4,500,000
Public Warrants [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Detail) - Private Placement [Member]	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Common Class A [Member]
Private Placement Warrants [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Sponsor [Member]
Private Placement Warrants [Line Items]
Class Of Warrants and Rights Issued During the Period | shares	16,700,000
Class Of Warrants and Rights Issued, Price Per Warrant	$ 1
Proceeds from Issuance of Private Placement | $	$ 16,700,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 23, 2021	Nov. 03, 2021	Apr. 01, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 17, 2021
Sponsor and Directors and Executive Officers [Member]
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion				1 year
Share price				$ 12
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Threshold Period After Business Combination in Which Specified Trading Days Within Any Specified Trading Day Period Commences				120 days
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value			$ 300,000
Notes payable to related party current				$ 0	$ 0	$ 265,911
Repayment of notes payable	$ 265,911
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into warrants				$ 2,000,000
Debt instrument conversion price per share				$ 1
Bank overdraft				$ 0	$ 0
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period value shares for services			8,625,000
Stock issued during period value issued for services			$ 25,000
Common Class B [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Sale of stock price per share		$ 0.12
Common stock excess fair value of shares issued over the nominal purchase price		$ 5,292,600
Common Class B [Member] | Baroness Ruby McGregor Smith [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Founder shares transferred during period		718,750
Common Class B [Member] | Peter McKellar [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Founder shares transferred during period		479,167
Common Class B [Member] | Pam Jackson [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Founder shares transferred during period		30,000
Common Class B [Member] | Laurence Ponchaut [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Founder shares transferred during period		30,000
Common Class B [Member] | Adah Almutairi [Member] | Transfer of Founder Shares [Member]
Related Party Transaction [Line Items]
Founder shares transferred during period		30,000

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Class A [Member]
Temporary Equity [Line Items]
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Outstanding	0	0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, Voting Rights	one vote	one vote
Temporary Equity, Shares Outstanding	34,500,000	34,500,000

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock ,Shares Issued	0	0
Common stock, Shares Outstanding	0	0
Common Class A [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member]
Class of Stock [Line Items]
Stock conversion basis on consummation of the initial business combination	one-for-one
Threshold trading days	10 days
Threshold consecutive trading days	15 days
Share Price	$ 12
Percentage of common stock outstanding	20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock ,Shares Issued	8,625,000	8,625,000
Common stock, Shares Outstanding	8,625,000	8,625,000
Common Class B [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member]
Class of Stock [Line Items]
Percentage of stock conversion on consummation of the initial business combination	50.00%
Percentage of conversion on post consummation of business combination	50.00%

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	Dec. 17, 2021	Mar. 31, 2022
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price		115.00%
Class of warrants and rights issued during the period	33,950,000
Common Class A [Member]
Class of Warrant or Right [Line Items]
Percentage of consideration receivable in successor entity equity	70.00%
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Period to exercise warrants after business combination		30 days
Period to file registration statement after Business Combination		20 days
Period for registration statement to become effective		60 days
Percentage of gross proceeds on total equity proceeds		60.00%
Threshold trading days determining volume weighted average price		20 days
Class of warrants and rights issued during the period	17,250,000
Public Warrants [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Threshold issue price per share		$ 9.20
Public Warrants [Member] | Exceeds $18.00 [Member]
Class of Warrant or Right [Line Items]
Warrant redemption price		0.01
Share price		$ 18
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Threshold number of business days before sending notice of redemption to warrant holders		3 days
Stock price trigger for redemption of public warrants		$ 18
Adjustment of redemption price of stock based on market value and newly issued price		180
Public Warrants [Member] | Exceeds $10.00 [Member]
Class of Warrant or Right [Line Items]
Warrant redemption price		$ 0.10
Minimum notice period for redemption of warrants		30 days
Share price		$ 10
Stock price trigger for redemption of public warrants		10
Adjustment of redemption price of stock based on market value and newly issued price		$ 100
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Period to exercise warrants after business combination		30 days
Class of warrants and rights issued during the period	16,700,000

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - Underwriting Agreement [Member] - Over-Allotment Option [Member]	Dec. 17, 2021USD ($)$ / sharesshares
Other Commitments [Line Items]
Common stock shares subscribed but unissued | shares	4,500,000
Shares Issued, Price Per Share	$ 10
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Cash underwriting discount per unit	$ 0.20
Payment of cash underwriting discount | $	$ 6,900,000
Deferred underwriting discount per unit	$ 0.35
Underwriting discount incurred but not paid | $	$ 12,075,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements - Summary of Fair Value Assets and Liabilities (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets
Marketable securities held in Trust Account	$ 351,936,324
Liabilities
Derivative Liability	9,586,000	$ 25,839,000
Recurring [Member] | Level 1 [Member]
Assets
Marketable securities held in Trust Account	351,936,324
Liabilities
Total	356,766,324
Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities
Derivative Liability	4,830,000
Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member]
Liabilities
Derivative Liability	0
Recurring [Member] | Level 2 [Member]
Assets
Marketable securities held in Trust Account	0
Liabilities
Total	0
Recurring [Member] | Level 2 [Member] | Public Warrants [Member]
Liabilities
Derivative Liability	0
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member]
Liabilities
Derivative Liability	0
Recurring [Member] | Level 3 [Member]
Assets
Marketable securities held in Trust Account	0
Liabilities
Total	4,756,000
Recurring [Member] | Level 3 [Member] | Public Warrants [Member]
Liabilities
Derivative Liability	0
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member]
Liabilities
Derivative Liability	$ 4,756,000

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Summary of Fair Value of Held To Maturity Securities (Detail)	Mar. 31, 2022USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Fair value	$ 351,936,324
Money Market Mutual Fund [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair value	351,936,027
Cash held in Trust Account [Member]
Schedule of Held-to-maturity Securities [Line Items]
Fair value	$ 297

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Summary of Fair Value of Warrants Liabilities (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning balance	$ 25,839,000	$ 0
Initial measurement as of December 17, 2021 (IPO date)		27,739,000
Change in fair value	(8,019,000)	(1,900,000)
Transfer to Level 1	(13,064,000)
Fair value ending balance	4,756,000	25,839,000
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning balance	12,775,000	0
Initial measurement as of December 17, 2021 (IPO date)		13,749,000
Change in fair value	(8,019,000)	(974,000)
Transfer to Level 1	0
Fair value ending balance	4,756,000	12,775,000
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value beginning balance	13,064,000	0
Initial measurement as of December 17, 2021 (IPO date)		13,990,000
Change in fair value	0	(926,000)
Transfer to Level 1	(13,064,000)
Fair value ending balance	$ 0	$ 13,064,000

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member]	Mar. 31, 2022yr	Dec. 31, 2021yr
Share price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	9.98	9.71
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	11.50	11.50
Risk-free rate of interest [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	2.40	1.34
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	4.18	13.24
Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	5.71	5.96
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0	0

Recurring Fair Value Measurem_7

Recurring Fair Value Measurements - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Warrant liabilities	$ 9,586,000	$ 25,839,000