Roth CH Acquisition (USCTF) 10-Q 8 Dec 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	5 Months Ended
	Sep. 30, 2021	Dec. 08, 2021
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40959
Entity Registrant Name	TKB CRITICAL TECHNOLOGIES 1
Entity Central Index Key	0001860514
Entity Tax Identification Number	98-1601095
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	310
Local Phone Number	426-2055
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units Each Consisting Of One Class Ordinary Share And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	USCTU
Security Exchange Name	NASDAQ
Class Ordinary Share Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	USCT
Security Exchange Name	NASDAQ
Redeemable Warrants Each Warrant Exercisable For One Class Ordinary Share Each At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	USCTW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		23,000,000
Class B Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEET (Unaudi

CONDENSED BALANCE SHEET (Unaudited)	Sep. 30, 2021USD ($)
Non-current assets
Deferred offering costs	$ 466,009
Total Assets	466,009
Current liabilities
Accrued expenses	32,939
Accrued offering costs	251,724
Promissory note – related party	208,580
Total Liabilities	493,243
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	24,425
Accumulated deficit	(52,234)
Total Shareholders’ Deficit	(27,234)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	466,009
Common Class A [Member]
Shareholders’ Deficit
Ordinary shares	0
Common Class B [Member]
Shareholders’ Deficit
Ordinary shares	$ 575	[1]
[1]	Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5).

CONDENSED BALANCE SHEET (Unau_2

CONDENSED BALANCE SHEET (Unaudited) (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Ordinary Shares [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Ordinary Shares [Member]
Common stock, par value | $ / shares	$ 0.0001	[1]
Common stock, shares authorized	20,000,000	[1]
Common stock, shares issued	5,750,000	[1]
Common stock, shares outstanding	5,750,000	[1]
[1]	Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5).

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended	5 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation, general and administrative expenses		$ 44,168	$ 52,234
Net loss		$ (44,168)	$ (52,234)
Weighted Average Number of Shares Outstanding, Basic and Diluted	[1]	5,000,000	5,000,000
Basic and diluted net loss per Class B ordinary shares		$ (0.01)	$ (0.01)
[1]	Excludes up to 750,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5).

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($)		Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — June 30, 2021 (inception) at Apr. 19, 2021
Balance at beginning, shares at Apr. 19, 2021
Issuance of Class B ordinary shares to Sponsor	[1]		$ 575	24,425		25,000
Issuance of Class B ordinary shares to sponsors, shares	[1]		5,750,000
Net loss					(7,341)	(7,341)
Balance — September 30, 2021 at Apr. 29, 2021			$ 575	24,425	(7,341)	17,659
Balance at ending, shares at Apr. 29, 2021			5,750,000
Net loss					(725)	(725)
Balance — September 30, 2021 at Jun. 30, 2021			$ 575	24,425	(8,066)	16,934
Balance at ending, shares at Jun. 30, 2021			5,750,000
Net loss					(44,168)	(44,168)
Balance — September 30, 2021 at Sep. 30, 2021			$ 575	$ 24,425	$ (52,234)	$ (27,234)
Balance at ending, shares at Sep. 30, 2021			5,750,000
[1]	Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5).

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	5 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (52,234)
Adjustments to reconcile net loss to net cash provided by operating activities
Expenses paid by Sponsor under promissory note	19,295
Changes in operating assets and liabilities:
Accrued expenses	32,939
Net cash used in operating activities	0
Net Change in Cash	0
Cash – Beginning	0
Cash – Ending	0
Non-Cash Investing and Financing Activities:
Deferred offering costs included in accrued offering costs	251,724
Deferred offering costs paid by Sponsor for Class B ordinary shares	25,000
Deferred offering costs paid by Sponsor under promissory note	$ 208,580

Description of Organization and

Description of Organization and Business Operations	5 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 Organization and General TKB Critical Technologies 1 (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021. The Company was incorporated for the purpose of entering into 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 not limited to a particular industry or geographic location for purposes of consummating a Business Combination. 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, Company consummated its Initial Public Offering of 23,000,000 3,000,000 10.00 230,000,000 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate of 10,750,000 1.00 10,750,000 Transaction costs of the Initial Public Offering amounted to $ 20,129,394 3,850,000 8,800,000 741,628 6,737,765 1,274,253 18,855,140 Liquidity and Capital Resources At September 30, 2021, the Company had no 493,243 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $ 25,000 208,580 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 the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the COVID-19 virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements as of September 30, 2021 and for the period from April 20, 2021 (inception) through September 30, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management of the Company, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from April 20, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on November 4, 2021 and October 28, 2021, respectively. Emerging Growth Company 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 Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 revenues and 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $ 466,009 , consist of costs that are directly related to the Initial Public Offering. The Company has concluded that a portion of the transaction costs which directly relate to the Initial Public Offering and Private Placement should be allocated to the warrants upon their issuance, based on their relative fair value against total proceeds and recognized as transaction costs in the statement of operations. The remaining costs were charged to temporary shareholder’s equity upon completion of the Initial Public Offering. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 750,000 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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2021, the Company has no experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, Fair Value Measurement (“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. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: 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. 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 grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, upon consummating the Initial Public Offering on October 29, 2021, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. 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 liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement 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. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statement 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. 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. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred shares. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company.

Public Offering

Public Offering	5 Months Ended
	Sep. 30, 2021
Public Offering
Public Offering	Note 3 Public Offering On October 29, 2021, the Company consummated its Initial Public Offering of 23,000,000 3,000,000 0.0001 11.50 10.00 230,000,000

Private Placement

Private Placement	5 Months Ended
	Sep. 30, 2021
Private Placement
Private Placement	Note 4 Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,750,000 1.00 11.50

Related Party Transactions

Related Party Transactions	5 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 Related Party Transactions Founder Shares In April 2021, the Sponsor purchased 5,750,000 25,000 750,000 The Sponsor has 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 or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. On October 8, 2021, the Sponsor entered into agreements with each of Apollo Capital Management, L.P. with certain funds managed by affiliates of Apollo Capital Management, L.P. (collectively, “Apollo”), Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners, L.P. (collectively “Meteora) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the Initial Public Offering (excluding Units issued in connection with the exercise of the over-allotment option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and Private Placement Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units. Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the Founder Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement Warrants to the Sponsor. The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,020,000 6,742,200 6.61 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the Initial Public Offering. Forward Purchase Agreements The Company entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (“the “Forward Purchasers”) on August 13, 2021 and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to $9,600,000 Class A Ordinary Shares and 4,800,000 warrants to purchase Class A Ordinary Shares for an aggregate price of $96.0 million ($10.00 for one Class A Ordinary Share and one-half of one redeemable Warrant), in private placements that will close concurrently with the closing of the Initial Business Combination. Promissory Note – Related Party In April 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. As of September 30, 2021, there was $ 208,580 Administrative Services Agreement The Company has entered into an agreement with Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), an affiliate of the Sponsor, pursuant to which the Company will pay TKB Capital a total of $ 10,000 Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers and directors or any of their affiliates 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, without interest, 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.

Shareholders_ Equity

Shareholders’ Equity	5 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Shareholders’ Equity	Note 6 — Shareholders’ Equity Preference Shares — 1,000,000 0.0001 no Class A Ordinary Shares — 200,000,000 0.0001 no Class B Ordinary Shares — 20,000,000 0.0001 5,750,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B Ordinary Shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the Initial Business Combination. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any forward purchase securities, any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B Ordinary Shares convert into Class A Ordinary Shares at a rate of less than one to one.

Warrant Liabilities

Warrant Liabilities	5 Months Ended
	Sep. 30, 2021
Guarantees and Product Warranties [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company will account for the 22,250,000 11,500,000 10,750,000 Warrants The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public 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 Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Shares issuable upon such Public 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 Public 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 covering registration under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public 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 Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a Public 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 the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public 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 Public 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 A Ordinary Share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Ordinary Share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. 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 A Ordinary Share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● 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 to each warrant holder; 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 Share; ● if, and only if, the last reported sale price of the Class A Ordinary Share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A Ordinary Share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of a 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 the 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, the $18.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00” and “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per Class A Ordinary Share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A Ordinary Shares as described above). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, warrants and forward purchase securities that may be issued pursuant to the forward purchase agreements that may be issued upon conversion of Working Capital Loans (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) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 30,000,000 3,850,000 8,800,000

Subsequent Events

Subsequent Events	5 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated the impact of subsequent events through the date that the unaudited condensed 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 unaudited condensed financial statements, other than as described below: On October 29, 2021, the Company consummated its Initial Public Offering of 23,000,000 3,000,000 11.50 10.00 230,000,000 On October 29, 2021, simultaneously with the closing of the Initial Public Offering, the Company completed the Private Placement of an aggregate of 10,750,000 1.00 10,750,000 Upon the closing of the Initial Public Offering and the Private Placement, a total of $ 234,600,000 On October 29, 2021, the Company repaid the Sponsor $ 300,000 20,403

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	5 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements as of September 30, 2021 and for the period from April 20, 2021 (inception) through September 30, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management of the Company, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from April 20, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on November 4, 2021 and October 28, 2021, respectively.
Emerging Growth Company	Emerging Growth Company 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 Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the 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 revenues and 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $ 466,009 , consist of costs that are directly related to the Initial Public Offering. The Company has concluded that a portion of the transaction costs which directly relate to the Initial Public Offering and Private Placement should be allocated to the warrants upon their issuance, based on their relative fair value against total proceeds and recognized as transaction costs in the statement of operations. The remaining costs were charged to temporary shareholder’s equity upon completion of the Initial Public Offering.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. Weighted average ordinary shares were reduced for the effect of an aggregate of 750,000
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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2021, the Company has no experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, Fair Value Measurement (“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. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: 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.
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 grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, upon consummating the Initial Public Offering on October 29, 2021, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
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 liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement 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. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statement 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. 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. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred shares. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company.

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended	5 Months Ended
	Oct. 29, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Accumulated deficit		$ (52,234)
Additional paid-in capital		24,425
Cash		0
Working capital deficit		493,243
Proceed from sales of public offering		25,000
Loan		$ 208,580
Subsequent Event [Member]
Subsequent Event [Line Items]
Transaction costs	$ 20,129,394
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Actual offering cost	741,628
Excess fair value of founder shares	6,737,765
Accumulated deficit	1,274,253
Additional paid-in capital	$ 18,855,140
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	23,000,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 230,000,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	3,000,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	10,750,000
Sale of units in initial public offering aggragate amount	$ 10,750,000
Warrant Price per share	$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	5 Months Ended
	Sep. 30, 2021USD ($)shares
Defined Benefit Plan Disclosure [Line Items]
Cash equivalents	$ 0
Deferred offering costs	466,009
Unrecognized tax benefits	0
Accrued for interest and penalties	$ 0
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares subject to forfeiture | shares	750,000

Public Offering (Details Narrat

Public Offering (Details Narrative) - USD ($)	1 Months Ended
	Oct. 29, 2021	Sep. 30, 2021
Private Placement [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Warrants exercise price share		$ 11.50
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	23,000,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 230,000,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	3,000,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	10,750,000
Warrants exercise price share	$ 1
Sale of units in initial public offering aggragate amount	$ 10,750,000
Subsequent Event [Member] | Private Placement [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Share Price	$ 0.0001
Warrants exercise price share	$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative)	5 Months Ended
	Sep. 30, 2021$ / sharesshares
Private Placement [Member] | Common Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price	$ 11.50
Private Placement Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	10,750,000
Warrant Price	$ 1

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		Apr. 29, 2021	Apr. 29, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Number of shares issued, value	[1]	$ 25,000
Promissory note related party				$ 208,580	$ 208,580
Related Party Loans Description					The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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.
T K B [Member]
Related Party Transaction [Line Items]
Capital				$ 10,000	$ 10,000
Forward Purchase Agreements [Member]
Related Party Transaction [Line Items]
Shares Description				The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to $9,600,000 Class A Ordinary Shares and 4,800,000 warrants to purchase Class A Ordinary Shares for an aggregate price of $96.0 million ($10.00 for one Class A Ordinary Share and one-half of one redeemable Warrant), in private placements that will close concurrently with the closing of the Initial Business Combination.
Anchor Investors [Member]
Related Party Transaction [Line Items]
Number of shares acquired				1,020,000
Value of common stock acquired				$ 6,742,200
Share Price				$ 6.61	$ 6.61
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares			5,750,000
Number of shares issued, value			$ 25,000
Number of shares subject to forfeiture				750,000
Principal amount		$ 300,000	$ 300,000
[1]	Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full or in part (see Note 5).

Shareholders_ Equity (Details N

Shareholders’ Equity (Details Narrative)	Sep. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,000,000
Preferred stock, Par value | $ / shares	$ 0.0001
Preferred stock, Shares issued	0
Preferred stock, Shares outstanding	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	200,000,000
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares issued	0
Common stock, Shares outstanding	0
Common Class B [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	20,000,000
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares issued	5,750,000
Common stock, Shares outstanding	5,750,000

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative)	5 Months Ended
	Sep. 30, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share redemption price per share | $ / shares	$ 18
Warrant [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	22,250,000
Public Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	11,500,000
Private Placement Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price | $ / shares	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	10,750,000
Warrant Price | $ / shares	$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Oct. 29, 2021USD ($)shares
Subsequent Event [Line Items]
Cash underwriting discount	$ 3,850,000
Deferred underwriting commissions	$ 8,800,000
Over-Allotment Option [Member]
Subsequent Event [Line Items]
Number of Over-Allotment Units | shares	3,000,000
Proceeds from initial public offering for deferred fee	$ 30,000,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Oct. 29, 2021	Sep. 30, 2021
Private Placement [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Warrant Price per share		$ 11.50
Subsequent Event [Member]
Subsequent Event [Line Items]
Repayment of debt	$ 300,000
Related party receivable	$ 20,403
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	23,000,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 230,000,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	3,000,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering	10,750,000
Warrant Price per share	$ 1
Sale of units in initial public offering aggragate amount	$ 10,750,000
Subsequent Event [Member] | Private Placement [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Warrant Price per share	$ 11.50
Subsequent Event [Member] | I P O And Private Placement [Member]
Subsequent Event [Line Items]
Sale of units in initial public offering aggragate amount	$ 234,600,000