Cover Page
Cover Page - USD ($) | 7 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Registrant Name | Blockchain Coinvestors Acquisition Corp. I | ||
Entity Central Index Key | 0001873441 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | E9 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | BCSA | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity File Number | 001-41050 | ||
Entity Address, Address Line One | PO Box 1093, Boundary Hall | ||
Entity Address, Address Line Two | Cricket Square | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address, Postal Zip Code | 1102 | ||
City Area Code | 345 | ||
Local Phone Number | 814-5726 | ||
Entity Tax Identification Number | 98-1607883 | ||
Entity Address, Country | KY | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | ||
Trading Symbol | BCSAU | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | BCSAW | ||
Security Exchange Name | NASDAQ | ||
Class A common stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 31,322,000 | ||
Class B common stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,000,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 380,035 |
Prepaid expenses | 716,442 |
Total current assets | 1,096,477 |
Investments held in Trust Account | 306,001,090 |
Total assets | 307,097,567 |
Current liabilities: | |
Accounts payable | 564,026 |
Accrued expenses | 149,102 |
Total current liabilities | 713,128 |
Derivative liability | 10,962,700 |
Deferred underwriting commissions in connection with the initial public offering | 11,280,000 |
Total Liabilities | 22,955,828 |
Commitments and Contingencies | |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (21,859,293) |
Total shareholder's deficit | (21,858,261) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 307,097,567 |
Class A common stock [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption; $0.0001 par value; 30,000,000 shares at redemption value of $10.20 per share | 306,000,000 |
Shareholders' Deficit | |
Common stock value | 132 |
Class B common stock [Member] | |
Shareholders' Deficit | |
Common stock value | $ 900 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A common stock [Member] | |
Shares subject to possible redemption | 30,000,000 |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 1,322,000 |
Common Stock, Shares, Outstanding | 1,322,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Equity, Redemption Price Per Share | $ / shares | 10.20 |
Class B common stock [Member] | |
Common Stock, Par Value | $ / shares | $ 0.00009 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 10,000,000 |
Common Stock, Shares, Outstanding | 10,000,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 7 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 315,149 |
General and administrative expenses - related party | 26,500 |
Loss from operations | (341,649) |
Other income (expenses): | |
Change in fair value of derivative liabilities | 640,535 |
Offering costs associated with derivative liabilities | (658,600) |
Income earned on investments held in Trust Account | 1,090 |
Net loss | (358,624) |
Common Class A [Member] | |
Other income (expenses): | |
Net loss | $ (168,924) |
Weighted average shares outstanding, basic and diluted | shares | 7,216,343 |
Basic and diluted net loss per common share | $ / shares | $ (0.02) |
Common Class B [Member] | |
Other income (expenses): | |
Net loss | $ (189,701) |
Weighted average shares outstanding, basic and diluted | shares | 8,103,922 |
Basic and diluted net loss per common share | $ / shares | $ (0.02) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 7 months ended Dec. 31, 2021 - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class B common stock [Member] | Class B common stock [Member]Common Stock [Member] | Common Class A [Member] | Common Class A [Member]Common Stock [Member] |
Beginning balance at Jun. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Jun. 10, 2021 | 0 | 0 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,100 | $ 900 | ||||
Issuance of Class B common stock to Sponsor (in shares) | 10,005,000 | ||||||
Sale of private placement units, net of offering costs | 12,677,429 | 12,677,297 | $ 132 | ||||
Sale of private placement units, net of offering costs (in shares ) | 1,322,000 | ||||||
Forfeiture of Class B ordinary shares | (5,000) | ||||||
Accretion of Class A ordinary shares subject to possible redemption amount | (34,202,066) | (12,701,397) | (21,500,669) | $ (34,202,066) | |||
Net loss | (358,624) | (358,624) | $ (189,701) | $ (168,924) | |||
Ending balance at Dec. 31, 2021 | $ (21,858,261) | $ 0 | $ (21,859,293) | $ 900 | $ 132 | ||
Ending balance (in shares) at Dec. 31, 2021 | 10,000,000 | 1,322,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 7 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (358,624) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Offering costs associated with derivative liabilities | 658,600 |
General and administrative expenses paid by related party under promissory note | 280 |
Change in fair value of derivative liabilities | (640,535) |
Income earned on investments held in Trust Account | (1,090) |
Changes in operating assets and liabilities: | |
Accrued expenses | 49,102 |
Prepaid expense | (716,442) |
Accounts payable | 44,386 |
Net cash used in operating activities | (964,323) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (306,000,000) |
Net cash used in investing activities | (306,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholders | 25,000 |
Repayment of note payable to related party | (131,517) |
Proceeds received from initial public offering, gross | 300,000,000 |
Proceeds received from private placement units | 13,220,000 |
Offering costs paid | (5,769,125) |
Net cash provided by financing activities | 307,344,358 |
Net change in cash | 380,035 |
Cash - beginning of the period | 0 |
Cash - end of the period | 380,035 |
Supplemental disclosure of non-cash investing and financing activities: | |
Offering costs included in accrued expenses | 100,000 |
Offering costs included in accounts payable | 519,640 |
Offering costs paid by related party under promissory note | 131,237 |
Deferred underwriting commissions in connection with the initial public offering | $ 11,280,000 |
Organization, Business Operatio
Organization, Business Operations and Going Concern | 7 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations and Going Concern | Note 1 - Organization, Business Operations Blockchain Coinvestors Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on June 11, 2021 As of December 31, 2021, the Company had not commenced any operations. All activity for the period from June 11, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a 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 The Company’s Sponsor is Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021 (the “Effective Date”). On November 15, 2021, the Company commenced the Initial Public Offering of 30,000,000 units (the “Units”) at $10.00 per unit, including the issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of the over-allotment option, which is discussed in Note 4. Each Unit consists of one Class A ordinary share and one-half Simultaneously with the consummation of the Initial Public Offering and partial exercise of the over-allotment option by the underwriters, the Company consummated the private placement of 1,322,000 units (the “Private Placement Units”) with the Sponsor, at a price of $10.00 per Private Placement Unit. Transaction costs amounted to $17,800,002 consisting of $5,220,000 of underwriting commissions, $11,280,000 of deferred underwriting commissions, and $1,300,002 of other offering costs. In addition, initially $1,857,924 of cash was held outside of the Trust Account (as defined below) and was 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 Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (as defined below) (excluding any deferred underwriters’ commission and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering and partial exercise of the over-allotment by the underwriters on November 15, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide holders of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares” and such holders, 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with the Company where the Company does not survive and any transactions, where the Company issues more than 20% of the outstanding ordinary shares or seek to amend its memorandum and articles of association would typically require shareholder approval. The Company currently intends to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirements or the Company chooses to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Notwithstanding the foregoing, the Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the 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 shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have 18 months from the closing of the Initial Public Offering to consummate the initial Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor and each member of the Company’s management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their shares of Class B ordinary shares, par value $0.00009 per shares (the “Founder Shares”) (ii) to waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $380,000 in its operating bank account, and working capital of approximately $383,000. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) for the Founder Shares to cover certain offering costs and through loan under an unsecured promissory note from the Sponsor of $131,517 (see Note 5) and the proceeds from the consummation of the Private Placement not held in the Trust Account of $1,857,924. The promissory note was paid in full on November 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income 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. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of derivative warrant liabilities. 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 had no cash equivalents as of December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. 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 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, 815-40”). re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 1,322,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal 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. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,661,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share for the period from June 11, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From June 11, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (168,924) $ (189,701) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,216,343 8,103,922 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On November 15, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, including 3,900,000 Units from the partial exercise of over-allotment option at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one Class A ordinary share and one-half Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on November 15, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in a Trust Account. |
Private Placement
Private Placement | 7 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering and partial exercise of the over-allotment option by the underwriters, the Company’s Sponsor purchased an aggregate of 1,322,000 Private Placement Units, at a price of Each Private Placement Unit consists of one share of Class A ordinary share and one-half of one warrant (the “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to trans |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On July 2, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, in consideration for issuance of 8,625,000 Class B ordinary shares (“the Founder Shares”. Effective November 9, 2021, the Company effected a stock split and a stock dividend with respect to Class B ordinary shares, resulting in 10,005,000 Class B ordinary shares being issued and outstanding, 1,305,000 of which were subject to forfeiture if the over-allotment option were not exercised in full or in part by the underwriters. At the Initial Public Offering, the underwriters partially exercised their over-allotment option resulting in 5,000 Founder Shares being forfeited, such that the Founder Shares represented approximately 25% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding Private Placement Shares), and 1,300,000 shares no longer being subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note—Related Party On July 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest Working Capital Loans 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. 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 private placement units at a price of $10.00 per unit. As of December 31, 2021, the Company had no borrowings under any Working Capital Loans. Administrative Services Agreement Commencing on the date the securities are first listed on Nasdaq, the Company has agreed to pay the Sponsor a total of $15,000 per month for secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from June 11, 2021 (inception) through December 31, 2021, the Company incurred expenses of approximately $27,000, under this agreement. As of December 31, 2021, there was approximately $27,000 was due for services in connection with such agreement and is included in the accrued expenses of the accompanying balance sheet. In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket of expenses on behalf of the Company which is included in accounts payable in the accompanying balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and securities included in private placement units 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 Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day The underwriters were paid underwriting commission of $0.20 per unit, or $5,220,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $11,280,000 in the aggregate, are payable to the underwriters for deferred underwriting commissions. The deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 7 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 30,000,000 Class A ordinary shares subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 300,000,000 Less: Fair value of Public Warrants at issuance (11,113,500 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,088,566 ) Plus: Accretion of Class A ordinary shares subject to possible redemption amount 34,202,066 Class A ordinary shares subject to possible redemption $ 306,000,000 |
Shareholders' Deficit
Shareholders' Deficit | 7 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference shares Class A ordinary shares Class B ordinary shares -The 1.1111111-for-1 Prior to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meeting), holders of the Class B ordinary shares will have ten votes for every Class B ordinary shares and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of Class B and Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such 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 one-to-one. |
Warrants
Warrants | 7 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 9 - Warrants As of December 31, 2021, the Company had 15,000,000 Public Warrants and 661,000 Private Placement Warrants outstanding. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly Issued Price. The warrants underlying the Private Placement Units (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 ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the Redemption Reference Price equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Significant Assets: Investments held in Trust Account - Money market fund $ 306,001,090 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ — $ — $ 10,500,000 Derivative warrant liabilities - Private Warrants $ — $ — $ 462,700 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were Level 1 instruments include investments in money market funds invested in US government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants are measured at fair value using a stochastic trinomial tree model. The estimated fair value of the Public Warrants and the Private Placement Warrants, is determined using Level 3 inputs. Inherent in a stochastic trinomial tree model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants, once the Public Warrants were traded in active market, and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: At initial issuance December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 9.83 Volatility 12.4 % 14.3 % Term (years) 5 5 Risk-free rate 0.30 % 1.32 % Dividend yield 0.0 % 0.0 % The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period from June 11, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at June 11, 2021 (inception) $ — Issuance of Public and Private Warrants 11,603,235 Change in fair value of derivative warrant liabilities 640,535 Derivative warrant liabilities at December 31, 2021 $ 10,962,700 |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 7 Months Ended |
Dec. 31, 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 income 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. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of derivative warrant liabilities. 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 had no cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. |
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 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 1,322,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal 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. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 15,661,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share for the period from June 11, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For The Period From June 11, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (168,924) $ (189,701) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,216,343 8,103,922 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Derivative Warrant Liabilites | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815-40, 815-40”). re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Offering Costs Associated With Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For The Period From June 11, 2021 Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net loss $ (168,924) $ (189,701) Denominator: Basic and diluted weighted average ordinary shares outstanding 7,216,343 8,103,922 Basic and diluted net loss per ordinary share $ (0.02) $ (0.02) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 7 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
summary of Class A common stock subject to possible redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 300,000,000 Less: Fair value of Public Warrants at issuance (11,113,500 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,088,566 ) Plus: Accretion of Class A ordinary shares subject to possible redemption amount 34,202,066 Class A ordinary shares subject to possible redemption $ 306,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Significant Assets: Investments held in Trust Account - Money market fund $ 306,001,090 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ — $ — $ 10,500,000 Derivative warrant liabilities - Private Warrants $ — $ — $ 462,700 |
summary of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: At initial issuance December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.00 $ 9.83 Volatility 12.4 % 14.3 % Term (years) 5 5 Risk-free rate 0.30 % 1.32 % Dividend yield 0.0 % 0.0 % |
summary of change in the fair value of derivative liabilities | The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period from June 11, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at June 11, 2021 (inception) $ — Issuance of Public and Private Warrants 11,603,235 Change in fair value of derivative warrant liabilities 640,535 Derivative warrant liabilities at December 31, 2021 $ 10,962,700 |
Organization, Business Operat_2
Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Jul. 02, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash | $ 380,035 | ||
Working Capital (deficit) | $ 383,000 | ||
Entity incorporation, Date of incorporation | Jun. 11, 2021 | ||
Stock issued during period to sponsor value of shares | $ 25,000 | $ 25,000 | |
Dissolution Expense | $ 100,000 | ||
Percentage fair market value balance in trust account | 80.00% | ||
Cash Held-in-trust | $ 1,857,924 | ||
Class of warrants exercise price per share | $ 11.50 | ||
Payments to acquire trust preferred investments | $ 306,000,000 | ||
Sale of stock issue price per share | $ 10.20 | ||
Term of restricted investments | 185 days | ||
Deferred Underwriting Commissions | $ 5,220,000 | $ 11,280,000 | |
Proceeds from private placement not held in trust account | $ 1,857,924 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Notes payable to related party | 131,517 | ||
Founder Shares [Member] | Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period to sponsor value of shares | $ 25,000 | ||
Sale of stock issue price per share | $ 0.003 | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity metohd investment ownership percentage | 50.00% | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issuance costs | $ 17,800,002 | ||
Payments for underwriting expense | 5,220,000 | ||
Other offering costs | $ 1,300,002 | ||
Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 1,322,000 | ||
Shares Issued Price Per Share | $ 10 | ||
Class A common stock [Member] | Public Warrants [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants exercise price per share | $ 11.50 | ||
Class A common stock [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 30,000,000 | ||
Shares Issued Price Per Share | $ 10 | ||
Sale of stock issue price per share | $ 10 | ||
Class A common stock [Member] | Private Placement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Class of warrants exercise price per share | $ 10 | ||
Class A common stock [Member] | Private Placement [Member] | Sponsor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 1,322,000 | ||
Class A common stock [Member] | Over-Allotment Option [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock issued during period shares | 3,900,000 |
Significant Accounting Policies
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) | 7 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net loss | $ (358,624) |
Common Class A [Member] | |
Numerator: | |
Allocation of net loss | $ (168,924) |
Denominator: | |
Basic and diluted weighted average ordinary shares outstanding | shares | 7,216,343 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.02) |
Common Class B [Member] | |
Numerator: | |
Allocation of net loss | $ (189,701) |
Denominator: | |
Basic and diluted weighted average ordinary shares outstanding | shares | 8,103,922 |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.02) |
Significant Accounting Polici_2
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Cash insured with federal insurance | $ 250,000 | |
Unrecognized tax benefits | 0 | |
Accrued for interest and penalties | 0 | |
Cash equivalents | $ 0 | |
Term Of Restricted Investments | 185 days | |
Private placement shares lockIn period | 30 days | |
Class of Warrant or right Number of class A Common stock Called by Warrants or Rights | 15,661,000 | |
Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 1,322,000 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, shares outstanding | 30,000,000 | |
Common Class A [Member] | Private Placement [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 1,322,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Initial Public Offering [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | |
Sale of stock issue price per share | $ 10.20 | |
Payments to Acquire Trust Preferred Investments | $ 306,000,000 | |
Common Class A [Member] | Public Warrants [Member] | ||
Initial Public Offering [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.50 | |
IPO [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new issues | 30,000,000 | |
Sale of stock issue price per share | $ 10 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Initial Public Offering [Line Items] | ||
Stock issued during period shares new issues | 3,900,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Class of warrants exercise price per share | $ 11.50 | |
Private Placement [Member] | ||
Shares issued (in shares) | 1,322,000 | |
Common Class A [Member] | Private Placement [Member] | ||
Class of warrants exercise price per share | $ 10 | |
Stock issued during period value new issues | $ 13,220,000 | |
Common Class A [Member] | Private Placement [Member] | Sponsor [Member] | ||
Shares issued (in shares) | 1,322,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Nov. 09, 2021 | Jul. 02, 2021 | Jul. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Stock issued during period value issued to sponsor and founders | $ 25,000 | $ 25,000 | |||
Stock conversion percentage threshold | 25.00% | ||||
Sale of stock price per share | $ 10.20 | ||||
General and administrative expenses - related party | $ 26,500 | ||||
Accrued Liabilities, Current | 149,102 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period shares forfeited | 15,000 | ||||
Out of Pocket Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 5,000 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,000,000 | 10,005,000 | 8,625,000 | 10,000,000 | |
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares subject to forfeiture | 1,305,000 | ||||
Stock issued during period shares forfeited | 5,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock conversion percentage threshold | 25.00% | ||||
Sponsor [Member] | Working capital loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital loans convertible into equity warrants value | $ 1,500,000 | ||||
Debt instrument conversion price per warrant | $ 10 | ||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period shares forfeited | 5,000 | ||||
Sponsor [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period value issued to sponsor and founders | $ 25,000 | ||||
Stock issued during period shares issued to sponsor and founders | 8,625,000 | ||||
Sale of stock price per share | $ 0.003 | ||||
Temporary equity, shares outstanding | 1,300,000 | ||||
Secretarial and administrative support services | $ 15,000 | ||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses - related party | $ 27,000 | ||||
Accrued Liabilities, Current | $ 27,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory note face amount | $ 300,000 | ||||
Debt instrument outstanding | $ 131,517 | ||||
Notes Payable | $ 0 | ||||
Sponsor [Member] | After Completion Of Business Combination [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 12 | ||||
Number of specific trading days for determining share price | 1 year | 20 days | |||
Total number of trading days for determining the share price | 30 days | ||||
Period from business combination for which closing price of share is considered | 150 days | ||||
Sponsor [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares, outstanding | 10,005,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Nov. 15, 2021 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Underwriting commission per unit | $ 0.20 | |
Deferred underwriting commissions | $ 5,220,000 | $ 11,280,000 |
Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during period shares forfeited | 15,000 | |
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member] | ||
Other Commitments [Line Items] | ||
Overallotment option vesting period | 45 days | |
Stock issued during period shares | 3,915,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Common Stock Subject to Possible Redemption (Detail) | 7 Months Ended |
Dec. 31, 2021USD ($) | |
Temporary Equity [Line Items] | |
Gross proceeds from Initial Public Offering | $ 300,000,000 |
Accretion of Class A ordinary shares subject to possible redemption amount | 34,202,066 |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Accretion of Class A ordinary shares subject to possible redemption amount | 34,202,066 |
Class A ordinary shares subject to possible redemption; $0.0001 par value; 30,000,000 shares at redemption value of $10.20 per share | 306,000,000 |
IPO [Member] | |
Temporary Equity [Line Items] | |
Gross proceeds from Initial Public Offering | 300,000,000 |
Fair value of Public Warrants at issuance | (11,113,500) |
IPO [Member] | Common Class A [Member] | |
Temporary Equity [Line Items] | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (17,088,566) |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] | Dec. 31, 2021$ / sharesshares |
Temporary Equity [Line Items] | |
Temporary Equity, Shares Authorized | 500,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Eqity Voting Rights | one vote |
Temporary Equity, Shares Outstanding | 30,000,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | Nov. 15, 2021 | Nov. 09, 2021 | Dec. 31, 2021 | Jul. 02, 2021 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Stock conversion percentage threshold | 25.00% | 25.00% | |||
Stockholders equity Stock split | 1.1111111-for-1 | ||||
Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period shares forfeited | 15,000 | ||||
Class A common stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, issued | 1,322,000 | 1,322,000 | |||
Common stock, shares, outstanding | 1,322,000 | 1,322,000 | |||
Temporary equity, shares outstanding | 30,000,000 | 30,000,000 | |||
Common Stock, Voting Rights | one vote | ||||
Class A common stock [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Class B common stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock par or stated value per share | $ 0.00009 | $ 0.00009 | $ 0.00009 | ||
Common stock, shares, issued | 10,000,000 | 10,000,000 | 10,005,000 | 10,000,000 | 8,625,000 |
Common stock, shares, outstanding | 10,000,000 | 10,000,000 | 10,005,000 | 10,000,000 | 8,625,000 |
Common stock conversion basis | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio | ||||
Common stock dividend shares | 379,500 | ||||
Class B common stock [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock par or stated value per share | $ 0.00009 | $ 0.00009 | |||
Class B common stock [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Temporary equity, shares outstanding | 1,305,000 | ||||
Percentage of common stock issued and outstanding | 25.00% | ||||
Stock issued during period shares forfeited | 5,000 | ||||
Common ClassA Inlcuding Shares Subject to Redeemption [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, outstanding | 31,322,000 | 31,322,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | Dec. 31, 2021 | Nov. 15, 2021 |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Number Of Days Of Notice To Be Given To Warrant Holder Prior To Redemption | 30 days | 30 days |
Period To Exercise Warrants After Closing Of Initial Public Offering | 12 days | |
Warrants and Rights Outstanding, Term | 5 years | 5 years |
Sale of Stock, Price Per Share | $ 10.20 | |
Class Of Warrants Or Rights Redemption Price | $ 0.01 | |
Event Triggering Warrant Redemption Price [Member] | ||
Class of Warrant or Right [Line Items] | ||
Sale of Stock, Price Per Share | $ 9.20 | |
Percentage Of The Gross Proceeds Used For Business Combination | 60.00% | |
Volume Weighted Average Price Of Shares | $ 9.20 | |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption price as a percentage of adjusted market value of shares | 115.00% | |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption price as a percentage of adjusted market value of shares | 180.00% | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 15,000,000 | |
Warrants and Rights Outstanding, Term | 5 years | |
Class Of Warrants Or Rights Lock In Period | 30 days | |
Public Warrants [Member] | Triggering Share Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price Triggering Warrant Redemption | $ 18 | |
Public Warrants And Class A Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Period Within Which Securities Shall Be Registered After The Closure Of Business Combination | 20 days | |
Period Within Which Securities Registration Shall Become Effective From The Date Of Closure Of Business Combination | 60 days | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 661,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 7 Months Ended | |
Dec. 31, 2021USD ($)d | Nov. 15, 2021 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value net derivative asset liability measured on recurring basis unobservable inputs reconciliation other transfers net | $ | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | d | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments held in Trust Account - Money market fund | $ 306,001,090 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Assets: | |
Investments held in Trust Account - Money market fund | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
Investments held in Trust Account - Money market fund | 0 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative Liability | 462,700 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative Liability | $ 10,500,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail) | Dec. 31, 2021 | Nov. 15, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.83 | 10 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 14.3 | 12.4 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.32 | 0.30 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in The Fair Value of Derivative Liabilities (Detail) | 7 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at June 11, 2021 (inception) | $ 0 |
Issuance of Public and Private Warrants | 11,603,235 |
Change in fair value of derivative warrant liabilities | 640,535 |
Derivative warrant liabilities at December 31, 2021 | $ 10,962,700 |