Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ROSE HILL ACQUISITION CORPORATION | |
Entity Central Index Key | 0001870129 | |
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 | |
Entity File Number | 001-40900 | |
Entity Address, Address Line One | 981 Davis Dr NW | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30327 | |
City Area Code | 607 | |
Local Phone Number | 279 2371 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSE | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,031,250 | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSEU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ROSEW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) | |
OTHER ASSETS | ||
Deferred offering costs | $ 399,334 | |
Total other assets | 399,334 | |
TOTAL ASSETS | 399,334 | |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 9,619 | |
Accrued offering costs | 236,348 | |
Note payable - related party | 163,502 | |
Total current liabilities | 409,469 | |
TOTAL LIABILITIES | 409,469 | |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding | 0 | |
Additional paid-in capital | 24,497 | |
Accumulated deficit | (35,135) | |
TOTAL SHAREHOLDERS' EQUITY | (10,135) | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 399,344 | |
Common Class A [Member] | ||
SHAREHOLDERS' EQUITY | ||
Common Stock, Value | 0 | |
TOTAL SHAREHOLDERS' EQUITY | 0 | |
Common Class B [Member] | ||
SHAREHOLDERS' EQUITY | ||
Common Stock, Value | 503 | [1] |
TOTAL SHAREHOLDERS' EQUITY | $ 503 | |
[1] | This number includes an aggregate of up to 656,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 15, 2021 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 200,000,000 | 200,000,000 |
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 | 20,000,000 | 20,000,000 |
Common stock, Shares issued | 5,031,250 | 5,031,250 |
Common stock, Shares outstanding | 5,031,250 | 5,031,250 |
Common stock, Other shares, Outstanding | 656,250 | |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Common stock, Other shares, Outstanding | 656,250 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
EXPENSES | |||
General and administrative expenses | $ 27,654 | $ 35,135 | |
Total expenses | 27,654 | 35,135 | |
NET LOSS | $ (27,654) | $ (35,135) | |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED, REDEEMABLE SHARES SUBJECT TO REDEMPTION | [1] | 4,375,000 | 4,375,000 |
BASIC AND DILUTED NET INCOME PER SHARE, REDEEMABLE SHARES SUBJECT TO REDEMPTION | $ 0 | $ 0.01 | |
[1] | This number excludes an aggregate of up to 656,250 shares of Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter (see Note 5). |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) - Common Class B [Member] | Sep. 30, 2021shares |
Common stock, Other shares, Outstanding | 656,250 |
Over-Allotment Option [Member] | |
Common stock, Other shares, Outstanding | 656,250 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholder's Equity (Deficit) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | |
Beginning balance at Mar. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (Shares) at Mar. 28, 2021 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | 24,497 | $ 503 | ||
Issuance of Class B ordinary shares to Sponsor (Shares) | [1] | 5,031,250 | ||||
Net loss | 7,481 | 7,481 | ||||
Ending balance at Jun. 30, 2021 | 24,497 | 7,481 | $ 0 | $ 503 | ||
Ending balance (Shares) at Jun. 30, 2021 | 0 | 5,031,250 | ||||
Beginning balance at Mar. 28, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Beginning balance (Shares) at Mar. 28, 2021 | 0 | 0 | ||||
Net loss | (35,135) | |||||
Ending balance at Sep. 30, 2021 | (10,135) | 24,497 | (35,135) | $ 0 | $ 503 | |
Ending balance (Shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||
Beginning balance at Jun. 30, 2021 | 24,497 | 7,481 | $ 0 | $ 503 | ||
Beginning balance (Shares) at Jun. 30, 2021 | 0 | 5,031,250 | ||||
Net loss | (27,654) | 0 | (27,654) | $ 0 | ||
Ending balance at Sep. 30, 2021 | $ (10,135) | $ 24,497 | $ (35,135) | $ 0 | $ 503 | |
Ending balance (Shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||
[1] | This number includes an aggregate of up to 656,250 Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter (see Note 4). |
Condensed Statements of Chang_2
Condensed Statements of Changes In Shareholders' Equity (Deficit) (Parenthetical) | Sep. 30, 2021shares |
Common Class B [Member] | |
Common Stock, Other Shares, Outstanding | 656,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows | 6 Months Ended |
Sep. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (35,135) |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expenses | 35,135 |
Net cash flows used in operating activities | 0 |
NET CHANGE IN CASH | 0 |
CASH, BEGINNING OF PERIOD | 0 |
CASH, END OF PERIOD | 0 |
Supplemental disclosure of noncash activities: | |
Payment of deferred offering costs and accrued expenses by note payable - related party | 163,502 |
Deferred offering costs included in accrued offering costs | 236,368 |
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 6 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 Rose Hill Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region 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 through September 30, 2021 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October , . On October , , the Company consummated the IPO of units (“Units”) with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $ per Unit generating gross proceeds of $ , which is discussed in Note . The company has selected December as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,500,000 warrants (“Private Placement Warrants”) at a price of $1.25 per Private Placement Warrant in a private placement to the Company’s sponsor, Rose Hill Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B Financial Group, LLC (“Cohen”) generating gross proceeds of $6,875,000, which is described in Note 4. Offering costs for the IPO amounted to $9,268,391, consisting of $1,724,451 of underwriting fees, $6,250,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,293,940 of other costs. As described in Note 6, the $6,250,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 18, 2023, subject to the terms of the underwriting agreement. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,875,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $ 1,875,0000 Following the closing of the IPO, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants, including the amounts generated from the exercise of the underwriters’ over-allotment option, was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption ASC 470-20. The ASC 480-10-S99. If additional paid-in capital). below $ Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association conduct the redemptions pursuant to the tender offer rules of the 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 applicable law or stock exchange listing requirements, 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 IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, 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 % or more of the Class A Ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem hare If the Company is unable to complete a Business Combination by January 18, 2023, 15 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten a per-share price, of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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 waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity At September 30, 2021, the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the financial statement was issued.. The financial statement does not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 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 statement is 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. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statement with another public company that 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. 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. As of September 30, 2021, the Company had no cash balance or any cash equivalents. Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to stockholders’ equity upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at or non-current based not net-cash settlement Use of Estimates The preparation of financial statements in conformity with U.S. 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. Actual results could differ from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. 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. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 14,375,000 units (including 1,875,000 units as part of the underwriters’ exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such shares of Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one-half a |
Private Placement
Private Placement | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement On October 18, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 6,100,000 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.25 per Placement Warrant, generating gross proceeds of $7,625,000. The Placement Warrants were purchased by Cantor (805,000 Placement Warrants), Cohen (345,000 Placement Warrants) and Sponsor (4,950,000 Placement Warrants). Each whole Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be 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 will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 15, 2021, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 8. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. The initial shareholders agreed to forfeit up to 656,250 Founder Shares to the extent that the 45-day over-allotment The initial shareholders will agree, subject to limited exceptions, not any 30-trading day Related Party Loans On June 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. Support Services The Company intends to pay for services related to office space a fee of up to $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were paid a cash underwriting discount of $0.20 per unit, or $2,875,000 in the aggregate at the closing of the IPO (which includes $375,000 related to the exercise of the over-allotment option), of which $775,549 was reimbursed to the Company to pay for additional advisors and expenses. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.50 per unit, or $7,187,500 (which includes $937,500 related to the exercise of the over-allotment option) from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 7 — Shareholder’s Equity Ordinary shares Class A Ordinary shares Class B Ordinary shares underwriters’ 45-day over-allotment Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, an as-converted basis, Preference Shares shares of preference shares issued or outstanding. |
Warrant
Warrant | 6 Months Ended |
Sep. 30, 2021 | |
Warrant [Abstract] | |
Warrant | Note 8 — Warrants Warrants— Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor, Canto, Cohen or their permitted transferees. The “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. Any redemption of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Shareholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of Ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so The exercise price and number of shares of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of ordinary shares or equity-linked 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 share of ordinary shares (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 initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 Company’s Ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | N Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. Following the closing of the Initial Public Offering on October 18, 2021, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is 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. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statement with another public company that 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. |
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. As of September 30, 2021, the Company had no cash balance or any cash equivalents. |
Offering Costs | Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to stockholders’ equity upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at or non-current based not net-cash settlement |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. 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. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Sep. 30, 2021 |
Entity incorporation, Date of incorporation | Mar. 29, 2021 | |
Proceeds from issuance of warrants | $ 750,000 | |
Business combination, Consummation date | Jan. 18, 2023 | |
Per share value of restricted assets | $ 10.20 | |
Temporary equity, Redemption price per share | $ 10.20 | |
Minimum net worth required for compliance | $ 5,000,001 | |
Percentage of public shares restricted from redemption | 15.00% | |
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |
Period within which business combination shall be consummated from the closing of initial public offer | 15 months | |
Number of days within which the public shares shall be redeemed | 10 days | |
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | |
Cash | 0 | |
Proceeds from issuance of common stock | 18,750,000 | |
Working capital (deficit) | $ (403,189) | |
Minimum [Member] | ||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | |
Equity method investment, Ownership percentage | 50.00% | |
Subsequent Event [Member] | ||
Proceeds from issuance initial public offering | 146,625,000 | |
Payments to acquire restricted investment | $ 146,625,000 | |
Per share value of restricted assets | $ 10.20 | |
Term of restricted investments | 180 days | |
IPO [Member] | ||
Proceeds from issuance initial public offering | $ 2,875,000 | |
IPO [Member] | Subsequent Event [Member] | ||
Total offering costs | $ 9,268,391 | |
Payments for underwriting expense | 1,724,451 | |
Deferred compensation liability, Classified, Noncurrent | 6,250,000 | |
Other offering costs | 1,293,940 | |
Over-Allotment Option [Member] | ||
Proceeds from issuance initial public offering | $ 375,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Deferred compensation liability, Classified, Noncurrent | 1,312,500 | |
Private Placement [Member] | Subsequent Event [Member] | ||
Proceeds from issuance of warrants | 7,625,000 | |
Common Class A [Member] | Subsequent Event [Member] | ||
Proceeds from issuance initial public offering | $ 125,000,000 | |
Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | ||
Stock issued during period, Shares | 12,500,000 | |
Shares issued, Price per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock issued during period, Shares | 1,875,000 | |
Shares issued, Price per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Stock issued during period, Shares | 1,875,000 | |
Private Placement Warrants [Member] | Subsequent Event [Member] | Sponsor [Member] | ||
Class of warrant or right issued during period, Warrants | 600,000 | |
Private Placement Warrants [Member] | Private Placement [Member] | Subsequent Event [Member] | ||
Class of warrant or right issued during period, Warrants | 6,100,000 | |
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1.25 | |
Private Placement Warrants [Member] | Private Placement [Member] | Subsequent Event [Member] | Sponsor Cantor And Cohen [Member] | ||
Class of warrant or right issued during period, Warrants | 5,500,000 | |
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1.25 | |
Proceeds from issuance of warrants | $ 6,875,000 | |
Private Placement Warrants [Member] | Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member] | ||
Class of warrant or right issued during period, Warrants | 4,950,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Sep. 30, 2021 | Mar. 28, 2021 |
Cash federal depository insurance coverage limit | $ 250,000 | ||
Unrecognized tax benefits | 0 | ||
Cash and cash equivalents, at carrying value | 0 | $ 0 | |
Cash [Member] | |||
Cash and cash equivalents, at carrying value | $ 0 | ||
Subsequent Event [Member] | |||
Adjustments to additional paid in capital, stock issued issuance costs | $ 10,030,391 | ||
Offering costs allocated to warrant liabilities | 550,500 | ||
Intial Public Offering Including Over Allotment Option [Member] | Subsequent Event [Member] | |||
Offering costs | 10,580,891 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Underwriter fee | $ 1,312,500 |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Details) - Common Class A [Member] | Oct. 18, 2021$ / sharesshares |
Subsequent Event Member | |
Common stock conversion basis | Each Unit consists of one share of Class A Ordinary shares (such shares of Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). |
Subsequent Event Member | Public Warrant [Member | |
Class of warrant or right number of securities called by each warrant or right | 1 |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
IPO and Over Allotment Option [Member] | Subsequent Event Member | |
Stock issued during period, Shares | 14,375,000 |
IPO [Member] | Subsequent Event Member | |
Stock issued during period, Shares | 12,500,000 |
Shares issued, Price per share | $ / shares | $ 10 |
Over Allotment Option Member | |
Stock issued during period, Shares | 1,875,000 |
Shares issued, Price per share | $ / shares | $ 10 |
Over Allotment Option Member | Subsequent Event Member | |
Stock issued during period, Shares | 1,875,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) | Oct. 18, 2021USD ($)$ / sharesshares |
Proceeds from issuance of warrants | $ | $ 750,000 |
Subsequent Event [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |
Class of warrant or right issued during period, Warrants | 600,000 |
Private Placement Member | Subsequent Event [Member] | |
Proceeds from issuance of warrants | $ | $ 7,625,000 |
Private Placement Member | Subsequent Event [Member] | Private Placement Warrants [Member] | |
Class of warrant or right issued during period, Warrants | 6,100,000 |
Class of warrant or right issued during period, Warrants, Price per warrant | $ / shares | $ 1.25 |
Private Placement Member | Subsequent Event [Member] | Private Placement Warrants [Member] | Cantor [Member] | |
Class of warrant or right issued during period, Warrants | 805,000 |
Private Placement Member | Subsequent Event [Member] | Private Placement Warrants [Member] | Cohen [Member] | |
Class of warrant or right issued during period, Warrants | 345,000 |
Private Placement Member | Subsequent Event [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |
Class of warrant or right issued during period, Warrants | 4,950,000 |
Common Class A [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |
Class of warrant or right number of securities called by each warrant or right | 1 |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Jun. 15, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Stock issued during period, value, issued for services | [1] | $ 25,000 | |||
Common stock, terms of conversion | Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. | ||||
Lock up period | 1 year | ||||
Notes payable, related parties, current | $ 163,502 | ||||
Related party transaction, amounts of transaction | $ 10,000 | ||||
Working Capital Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | ||||
Debt instrument, convertible, conversion price | $ 1.25 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Par or stated value per share | $ 0.0001 | 0.0001 | |||
Common Class A [Member] | Restriction On Transfer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Number of trading days determining share price | 20 days | ||||
Number of consecutive trading days determining share price | 30 days | ||||
Threshold number of trading days determining share price | 150 days | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, issued for services | [1] | 5,031,250 | |||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Stock issued during period, value, issued for services | [1] | $ 503 | |||
Common stock, other shares, outstanding | 656,250 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, other shares, outstanding | 656,250 | ||||
Option vesting period | 45 days | ||||
Common Class B [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares forfeited during period, Shares | 0 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 300,000,000,000 | ||||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, issued for services | 5,031,250 | ||||
Common stock, Par or stated value per share | $ 0.0001 | ||||
Stock issued during period, value, issued for services | $ 25,000 | ||||
[1] | This number includes an aggregate of up to 656,250 Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter (see Note 4). |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Oct. 18, 2021 | Sep. 30, 2021 |
Underwriting Agreement [Member] | ||
Deferred underwriting fee per unit | $ 0.50 | |
Deferred underwriting fee payable | $ 7,187,500 | |
Over-Allotment Option [Member] | ||
Proceeds from issuance initial public offering | 375,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Deferred underwriting fee payable | $ 937,500 | |
IPO [Member] | ||
Underwriting discount | $ 0.20 | |
Proceeds from issuance initial public offering | $ 2,875,000 | |
Reimbursement of additional advisors and expenses paid | $ 775,549 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Stock issued during period, Shares | 1,875,000 | |
Shares issued pice per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | Maximum [Member] | ||
Overallotment option vesting period | 45 days | |
Stock issued during period, Shares | 1,875,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) | 6 Months Ended | |
Sep. 30, 2021$ / sharesshares | Jun. 15, 2021$ / sharesshares | |
Preferred stock shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,031,250 | 5,031,250 |
Common stock, shares outstanding | 5,031,250 | 5,031,250 |
Common stock voting rights | one vote | |
Common shares subject to forfeiture | 0 | |
Overallotment option vesting period | 45 days | |
Percentage of number of shares of common stock outstanding | 25.9 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2021$ / shares | |
Share Price Equals or Exceeds USD Eighteen Per share [Member] | |
Share price | $ 18 |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Public Warrants [Member] | Minimum [Member] | |
Minimum lock in period required for warrant exercise from the date of business combination | 30 days |
Public Warrants [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |
Share price | $ 9.20 |
Minimum percentage gross proceeds required from issuance of equity | 60.00% |
Class of warrant or right exercise price adjustment percentage higher of market value | 115.00% |
Common Class A [Member] | Share Price Equals or Exceeds USD Eighteen Per share [Member] | |
Share price | $ 18 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Oct. 18, 2021USD ($) |
Subsequent Event Member | |
Proceeds from issuance initial public offering | $ 146,625,000 |