Integrated Wellness Acquisition (WELUF) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Entity Registrant Name	Integrated Wellness Acquisition Corp
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001877557
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-41131
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Entity Address, Address Line One	148 N Main Street
Entity Address, City or Town	Florida
Entity Address, State or Province	NY
City Area Code	845
Local Phone Number	651-5039
Entity Tax Identification Number	98-1615488
Entity Address, Postal Zip Code	10921
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	WEL.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $.0001 per share
Trading Symbol	WEL
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		11,500,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	WEL WS
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 704,181	$ 1,760,884
Prepaid expenses – current	585,479	15,350
Total Current Assets	1,289,660	1,776,234
Non-current assets
Cash and Marketable securities held in Trust Account	117,312,141	117,300,361
Prepaid expenses – non-current	204,550	0
Total Non-current Assets	117,516,691	117,300,361
Total Assets	118,806,351	119,076,595
Current liabilities
Accrued expenses	45,880	37,100
Accounts payable	4,565	54,400
Accrued offering costs	52,783	52,783
Total Current Liabilities	103,228	144,283
Non-Current liabilities
Deferred underwriter fee payable	4,025,000	4,025,000
Total Non-current Liabilities	4,025,000	4,025,000
Total Liabilities	4,128,228	4,169,283
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 11,500,000 shares issued and outstanding at redemption value of $10.20 per share and earnings on investments held in Trust Account	117,312,141	117,300,361
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(2,634,306)	(2,393,337)
Total Shareholders' Deficit	(2,634,018)	(2,393,049)
TOTAL LIABILITIES, CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	118,806,351	119,076,595
Common Class A [Member]
Shareholders' Deficit
Common Stock, Value, Issued	0	0
Common Class B [Member]
Shareholders' Deficit
Common Stock, Value, Issued	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temproary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temproary equity, shares authorized	479,000,000	479,000,000
Temproary equity, shares issued	11,500,000	11,500,000
Temproary equity, shares outstanding	11,500,000	11,500,000
Temporary Equity, Redemption Price Per Share	$ 10.20	$ 10.20
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	479,000,000	479,000,000
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	2,875,000	2,875,000
Common Stock, Shares, Outstanding	2,875,000	2,875,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Formation and operating costs	$ 18,863
Accounting and legal expense	79,472
Listing fee	22,589
Insurance expense	115,995
Advertising and marketing	2,765
Administrative expenses	1,285
Loss from operations	(240,969)
Other income:
Earnings on marketable securities held in Trust Account	11,780
Other income, net	11,780
Net loss	(229,189)
Common Class A [Member]
Other income:
Net loss	$ (180,995)
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares	11,500,000
Earnings Per Share, Basic and Diluted | $ / shares	$ (0.02)
Common Class B [Member]
Other income:
Net loss	$ (48,194)
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares	2,875,000
Earnings Per Share, Basic and Diluted | $ / shares	$ (0.02)

ONDENSED STATEMENT OF CHANGES I

ONDENSED STATEMENT OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - 3 months ended Mar. 31, 2022 - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Class A Common Stock Subject To Possible Redemption [Member]Common Stock [Member]	Common Class B [Member]	Common Class B [Member]Common Stock [Member]
Balance at Dec. 31, 2021	$ (2,393,049)	$ 0	$ (2,393,337)	$ 117,300,361		$ 288
Balance (in Shares) at Dec. 31, 2021				11,500,000		2,875,000
Accretion of temporary equity to redemption value	(11,780)		(11,780)	$ (11,780)
Net loss	(229,189)		(229,189)		$ (48,194)
Balance at Mar. 31, 2022	$ (2,634,018)	$ 0	$ (2,634,306)	$ 117,312,141		$ 288
Balance (in Shares) at Mar. 31, 2022				11,500,000		2,875,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (229,189)
Adjustments to reconcile net income to net cash used in operating activities:
Earnings on marketable securities held in Trust Account	(11,780)
Changes in operating assets and liabilities
Prepaid expenses	(774,679)
Accounts payable and accrued expenses	(41,055)
Net cash used in operating activities	(1,056,703)
Net Change in Cash	(1,056,703)
Cash – Beginning	1,760,884
Cash – Ending	704,181	$ 1,760,884
Non-Cash Investing and Financing Activities:
Accretion of Class A ordinary shares subject to possible redemption	$ 11,780	$ 13,922,923

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization and General Integrated Wellness Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on July 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). 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”). Sponsor and Initial Financing As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target 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 generates non-operating The registration statement for the Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IWH Sponsor LP (the “Sponsor”), generating gross proceeds of $6,850,000, which is described in Note 4. Transaction costs of the IPO amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants (as defined below) and charged against additional paid-in The Trust Account Following the closing of the Initial Public Offering on December 13, 2021 (“IPO Closing Date”), an amount of $117,300,000 ($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 Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account were invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more operating businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder 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 shareholder 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Amended and Restated Memorandum and Articles of Association of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until 15 months from the closing of the IPO to complete a Business Combination (the “Combination Period”) (or up to 21 months from the closing of the IPO if the Company extends the time to complete a Business Combination by the sponsor depositing into the Trust Account for each three-month extension $1,150,000 ($0.10 per share)), up to an aggregate of $2,300,000, or $0.20 per unit, on or prior to the date of the applicable deadline. 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 has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission 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 assets remaining available for distribution will be less than the per share amount in the Trust Account, which was initially $10.20 per public share. The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the IPO 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account Liquidity and Going Concern As of March 31, 2022 and December 31, 2021, the Company had $704,181 and $1,760,884 operating cash, respectively, and working capital of $1,186,432 and $1,631,951, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K . Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Offering Costs Associated with IPO Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to ordinary shares subject to possible redemption and to additional paid-in-capital paid-in Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Fair Value Measurements Fair value is defined as the price that would be received for the 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 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 calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”) using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial as of March 31, 2022 and December 31, 2021. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands compa ny and is 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 is classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in Net Loss per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable two-class non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Net loss $ (229,189 ) Accretion of temporary equity to redemption value (11,780 ) Net loss including accretion of temporary equity to redemption value $ (240,969 ) Three Months Ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (192,775 ) $ (48,194 ) Deemed dividend for accretion of temporary equity to redemption value $ 11,780 $ — Allocation of net loss $ (180,995 ) $ (48,194 ) Weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 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 condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING In connection with the Company’s IPO, on December 13, 2021, the Company sold 11,500,000 Units at a price of $10.00 per Unit, including the underwriters full exercise of the over-allotment option, generating gross proceeds of $115,000,000. Each Unit consists of one Class A ordinary share (“Public Shares”) and one-half An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,850,000 in the aggregate). Each Private Placement Warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 7, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 2,875,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares after the IPO. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full. Accordingly, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note – Related Party In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Administrative Services Agreement The Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative 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 . Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Equity	NOTE 6. SHAREHOLDERS’ EQUITY Preference Shares – Class A Ordinary Shares – Class B Ordinary Shares – With respect to any matter submitted to a vote of our shareholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one as-converted Warrants – The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price 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 Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders will have the right to require the Company to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that the Company register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 8. FAIR VALUE MEASUREMENTS At March 31, 2022 and December 31, 2021, the Company’s cash and marketable securities held in the Trust Account were valued at $117,312,141 and $117,300,361, respectively. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement re-measurement, The following table presents the fair value information, as of March 31, 2022 and December 31, 2021, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the cash and marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account (1) $ 117,312,141 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account (1) $ 117,300,361 $ — $ — (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. Measurement The Company established the initial fair value for the cash and marketable securities held in the Trust Account on December 13, 2021, the date of the consummation of the Company’s IPO. As the cash was transferred to the Trust Account on December 13, 2021, the value at that date is the value of the cash transferred. Changes in fair value will result from interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary Of Significant Accoun_2

Summary Of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K .
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
Offering Costs Associated with IPO	Offering Costs Associated with IPO Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to ordinary shares subject to possible redemption and to additional paid-in-capital paid-in
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for the 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 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 calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”) using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial as of March 31, 2022 and December 31, 2021. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands compa ny and is
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 is classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in
Net Loss Per Ordinary Share	Net Loss per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable two-class non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Net loss $ (229,189 ) Accretion of temporary equity to redemption value (11,780 ) Net loss including accretion of temporary equity to redemption value $ (240,969 ) Three Months Ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (192,775 ) $ (48,194 ) Deemed dividend for accretion of temporary equity to redemption value $ 11,780 $ — Allocation of net loss $ (180,995 ) $ (48,194 ) Weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 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 condensed financial statements.

Summary Of Significant Accoun_3

Summary Of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of basic and diluted net loss per ordinary share	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Net loss $ (229,189 ) Accretion of temporary equity to redemption value (11,780 ) Net loss including accretion of temporary equity to redemption value $ (240,969 ) Three Months Ended March 31, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (192,775 ) $ (48,194 ) Deemed dividend for accretion of temporary equity to redemption value $ 11,780 $ — Allocation of net loss $ (180,995 ) $ (48,194 ) Weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary Of Company's Assets And Liabilities That Were Accounted For At Fair Value On A Recurring Basis	The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account (1) $ 117,312,141 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account (1) $ 117,300,361 $ — $ — (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature.

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail)	Dec. 13, 2021USD ($)$ / sharesshares	Mar. 31, 2022USD ($)Day$ / shares	Dec. 31, 2021USD ($)
Condition for future business combination number of businesses minimum | Day		1
Proceeds from issuance initial public offering	$ 115,000,000
Payments for underwriting expense		$ 2,300,000
Underwriting discount	$ 2,300,000	4,025,000
Other cost and expense, operating		$ 497,078
Stock issued during period, shares new issues | shares	117,300,000
Thres hold minimum aggregate fair market value as percentage of net assets held in trust account		80.00%
Minimum net tangible assets upon consummations of business combination		$ 5,000,001
Threshold percentage of public shares subject to redemption without company prior written consent		15.00%
Percentage of obligation to redeem public shares if entity does not complete business combination		100.00%
Threshold period from the closing of the public offering to consummate a business combination as per amended and restated memorandum and articles of association		15 months
Threshold period from the closing of the public offering extends the period of time to consummate a business combination		21 months
Payments to acquire restricted investment for each additional three month period		$ 2,300,000
Payments to acquire restricted investment for each additional three month period per share | $ / shares		$ 0.20
Maximum net tnterests to pay dissolution expenses		$ 100,000
Minimum per share amount to be maintained in the trust account | $ / shares		$ 10.20
Cash and cash equivalents, at carrying value		$ 704,181	$ 1,760,884
Working capital		1,186,432	$ 1,631,951
Common Class A [Member]
Transaction cost	$ 6,519,382	6,519,382
Public Warrant [Member]
Transaction cost	$ 302,696	302,696
IPO [Member]
Units issued during period, shares new issues | shares	11,500,000
Shares issued, price per share | $ / shares	$ 10.20
Proceeds from issuance initial public offering	$ 115,000,000
Business acquisition, transaction costs		6,822,078
Payments to acquire restricted investment for each additional three month period		$ 1,150,000
Payments to acquire restricted investment for each additional three month period per share | $ / shares		$ 0.10
IPO [Member] | Public Warrant [Member]
Cash	$ 1,778,733
Over-Allotment Option [Member]
Units issued during period, shares new issues | shares	1,500,000
Shares issued, price per share | $ / shares	$ 10
Private Placement [Member] | Private Placement Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	6,850,000
Class of Warrant or Right, Price of Warrants or Rights | $ / shares	$ 1
Proceeds from issuance of warrants	$ 6,850,000

Summary Of Significant Accoun_4

Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Dec. 13, 2021	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Unrecognized tax benefits		$ 0	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued		$ 0	0
Proceeds from issuance of Class A ordinary shares	$ 115,000,000
Term of restricted investments	185 days	185 days
Temporary equity, accretion to redemption value		$ 11,780	13,922,923
Transaction costs of IPO	$ 6,822,078
Underwriting discount	2,300,000	4,025,000
Deferred underwriting discount	4,025,000
Offering costs	497,078
Common Class A [Member]
Significant Accounting Policies [Line Items]
Transaction cost	6,519,382	6,519,382
Temporary equity, aggregate amount of redemption requirement		117,312,141	$ 117,300,361
ClassA Redeemable Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Common stock conversion ratio			80.00%
Non Redeemable Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Common stock conversion ratio			20.00%
Public Warrant [Member]
Significant Accounting Policies [Line Items]
Transaction cost	$ 302,696	302,696
Private Placement Warrants [Member]
Significant Accounting Policies [Line Items]
Proceeds from issuance of Class A ordinary shares		$ 117,300,000

Summary Of Significant Accoun_5

Summary Of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Ordinary Share (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Net loss	$ (229,189)
Accretion of temporary equity to redemption value	(11,780)	$ (13,922,923)
Net loss including accretion of temporary equity to redemption value	(240,969)
Numerator:
Allocation of net loss	(229,189)
Common Class A [Member]
Net loss	(180,995)
Numerator:
Allocation of net loss including accretion of temporary equity	(192,775)
Deemed dividend for accretion of temporary equity to redemption value	11,780
Allocation of net loss	$ (180,995)
Denominator:
Weighted average shares outstanding	11,500,000
Basic and diluted net loss per share	$ (0.02)
Common Class B [Member]
Net loss	$ (48,194)
Numerator:
Allocation of net loss including accretion of temporary equity	(48,194)
Allocation of net loss	$ (48,194)
Denominator:
Weighted average shares outstanding	2,875,000
Basic and diluted net loss per share	$ (0.02)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Dec. 13, 2021	Mar. 31, 2022
Stock Issued During Period, Shares	117,300,000
Term Of Restricted Investments	185 days	185 days
Proceeds from Issuance Initial Public Offering	$ 115,000,000
IPO [Member]
Shares Issued, Price Per Share	$ 10.20
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Proceeds from Issuance Initial Public Offering	$ 115,000,000
IPO [Member] | Public Warrants [Member]
Stock Issued During Period, Shares	11,500,000
Shares Issued, Price Per Share	$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member]	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Class Of Warrants and Rights Issued Price Per Warrant | $ / shares	$ 1
Proceeds from Issuance of Warrants | $	$ 6,850,000
Common Class A [Member]
Shares issuable per warrant | shares	1
Exercise price of warrants | $ / shares	$ 11.50
Sponsor [Member]
Class Of Warrants and Rights Issued During the Period | shares	6,850,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Dec. 13, 2021	Jul. 07, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues	117,300,000
Working Capital Loans Outstanding			$ 0	$ 0
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount		$ 300,000
Repayments of Related Party Debt	$ 228,080
Repayments of Related Party Debt, Outstanding	$ 0		$ 0
Sponsor [Member] | Administration Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party		10,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working Capital Debt Convertible Into Equity Warrants		$ 1,500,000
Debt Instrument, Convertible, Conversion Price		$ 1
Sponsor [Member] | Founder shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		375,000
Common Class A [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Share Price			$ 12
Number Of Trading Days For Determining The Share Price			20 days
Number Of Consecutive Trading Days For Determining The Share Price			30 days
Waiting Period After Business Combination For Determining The Share Price			180 days
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		375,000
Common stock threshold percentage		20.00%
Common Stock Shares Lock In Period			1 year
Common Class B [Member] | Sponsor [Member] | Founder shares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues		$ 25,000
Stock Issued During Period, Shares, New Issues		2,875,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Warrants Exercisable Term From The Closing Of Ipo	12 months
Warrants Exercisable Term From The Date Of Completion Of Business Combination	30 days
Number Of Days After Consummation Of Business Combination Within Which The Securities Shall Be Registered	20 days
Number Of Days After Which Business Combination Within Which Securities Registration Shall Be Effective	60 days
Class Of Warrants Or Rights Redemption Price Per Warrant	$ 0.01
Notice Period To Be Given Prior To Redemption	30 days
Volume Weighted Average Price Of Shares	$ 9.20
Common Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	479,000,000	479,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one vote
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary Equity, Shares Outstanding	11,500,000	11,500,000
Common Class A [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Subsidiary or Equity Method Investee [Line Items]
Adjusted Exercise Price Of Warrants As A Percentage Of Newly Issued Price	180.00%
Common Class A [Member] | Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Adjusted Exercise Price Of Warrants As A Percentage Of Newly Issued Price	115.00%
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Subsidiary or Equity Method Investee [Line Items]
Number Of Trading Days For Determining The Share Price	20 days
Number Of Consecutive Trading Days For Determining The Share Price	30 days
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Adjusted Exercise Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member]
Subsidiary or Equity Method Investee [Line Items]
Shares Issued, Price Per Share	$ 9.20
Proceeds From Equity Used For Funding Business Combination As A Percentage Of The Total	60.00%
Number Of Consecutive Trading Days For Determining Volume Weighted Average Price Of Shares	20 days
Share Redemption Trigger Price	$ 18
Common Class A [Member] | Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Notice Period To Be Given Prior To Redemption	30 days
Common Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	2,875,000	2,875,000
Common Stock, Shares, Outstanding	2,875,000	2,875,000
Common Stock, Conversion Basis	one-for-one
Percentage Of Common Stock On Conversion Of Shares	20.00%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Dec. 13, 2021	Mar. 31, 2022
Commitments And Contingencies Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	117,300,000
Underwritter [Member]
Commitments And Contingencies Disclosure [Line Items]
Deferred Underwriting Discount Per Share	$ 0.35
Payment of Deferred Underwriting Discount	$ 4,025,000
Underwritter [Member] | Over-Allotment Option [Member]
Commitments And Contingencies Disclosure [Line Items]
Overallotment Option Vesting Period		45 days
Stock Issued During Period, Shares, New Issues		1,500,000
Proceeds from Issuance of Common Stock	$ 15,000,000
Underwritter [Member] | IPO [Member]
Commitments And Contingencies Disclosure [Line Items]
Cash Underwriting Discount Per Share	$ 0.20
Payment Of Underwriting Discount	2300000.00%

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Company's Assets And Liabilities That Were Accounted For At Fair Value On A Recurring Basis (Detail) - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Assets [Abstract]
Cash and marketable securities held in trust account		$ 117,312,141	$ 117,300,361
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets [Abstract]
Cash and marketable securities held in trust account	[1]	117,312,141	117,300,361
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Assets [Abstract]
Cash and marketable securities held in trust account	[1]	0	0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Assets [Abstract]
Cash and marketable securities held in trust account	[1]	$ 0	$ 0
[1]	The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Assets Held-in-trust, Noncurrent	$ 117,312,141	$ 117,300,361