Cover Page
Cover Page - shares | 2 Months Ended | |
Sep. 30, 2021 | Jan. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Battery Future Acquisition Corp. | |
Entity Central Index Key | 0001880441 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-41158 | |
Entity Tax Identification Number | 98-1618517 | |
Entity Address, Address Line One | 51 NW 26th Street, Suite 533 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33127 | |
City Area Code | 310 | |
Local Phone Number | 482-9895 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Ordinary Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | BFAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Ordinary Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,540,556 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | BFAC.WS | |
Security Exchange Name | NYSE | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | |
Trading Symbol | BFAC.U | |
Security Exchange Name | NYSE |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) | |
Assets | ||
Deferred offering costs | $ 146,558 | |
Total Assets | 146,558 | |
Liabilities and Shareholder's Equity | ||
Accrued offering costs and expenses | 125,235 | |
Total current liabilities | 125,235 | |
Commitments and Contingencies | ||
Shareholder's Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | |
Additional paid-in capital | 24,146 | |
Accumulated deficit | (3,677) | |
Total shareholder's equity | 21,323 | |
Total Liabilities and Shareholder's Equity | 146,558 | |
Common Class A [Member] | ||
Shareholder's Equity | ||
Ordinary share, value | 0 | |
Common Class B [Member] | ||
Shareholder's Equity | ||
Ordinary share, value | $ 854 | [1] |
[1] | This number includes up to 1,040,556 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 9). All share and per share amounts have been retroactively restated for the share cancellation and share capitalization. |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Dec. 17, 2021 | Dec. 16, 2021 | Dec. 14, 2021 | Sep. 30, 2021 |
Preferred shares par or stated value per share | $ 0.0001 | |||
Preferred shares authorised | 1,000,000 | |||
Preferred shares issued | 0 | |||
Preferred shares outstanding | 0 | |||
Ordinary Class A [Member] | ||||
Ordinary shares par or stated value per share | $ 0.0001 | |||
Ordinary shares authorised | 200,000,000 | |||
Ordinary shares issued | 0 | |||
Ordinary shares outstanding | 0 | |||
Ordinary Class B [Member] | ||||
Ordinary shares par or stated value per share | $ 0.0001 | |||
Ordinary shares authorised | 20,000,000 | |||
Ordinary shares issued | 8,540,556 | |||
Ordinary shares outstanding | 8,540,556 | |||
Common shares subject to forfeiture | 1,040,556 | |||
Ordinary Class B [Member] | Subsequent Event [Member] | ||||
Ordinary shares outstanding | 8,625,000 | 8,540,556 | ||
Common shares subject to forfeiture | 0 | 1,125,000 | 1,040,556 |
Condensed Statement of Operatio
Condensed Statement of Operations | 2 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | ||
Formation cost | $ 3,677 | |
Net loss | $ (3,677) | |
Basic and diluted weighted average Class B ordinary shares outstanding | shares | 7,500,000 | [1] |
Basic and diluted net loss per share | $ / shares | $ 0 | |
[1] | This number excludes an aggregate of up to 1,040,556 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 9). All share and per share amounts have been retroactively restated for the share cancellation and share capitalization. |
Condensed Statement of Operat_2
Condensed Statement of Operations (Parenthetical) | 2 Months Ended |
Sep. 30, 2021shares | |
Common Class B [Member] | |
Weighted average number of shares, common stock subject to repurchase or cancellation | 1,040,556 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - 2 months ended Sep. 30, 2021 - USD ($) | Total | Common Stock [Member]Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | |
Beginning Balance at Jul. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (in shares) at Jul. 28, 2021 | [1] | 0 | |||
Class B ordinary shares issued to Sponsor | 25,000 | $ 854 | 24,146 | ||
Class B ordinary shares issued to Sponsor (in shares) | [1] | 8,540,556 | |||
Net loss | (3,677) | $ 0 | 0 | (3,677) | |
Ending Balance at Sep. 30, 2021 | $ 21,323 | $ 854 | $ 24,146 | $ (3,677) | |
Ending Balance (in shares) at Sep. 30, 2021 | [1] | 8,540,556 | |||
[1] | This number includes up to 1,040,556 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 9). All share and per share amounts have been retroactively restated for the share cancellation and share capitalization. |
Condensed Statement of Change_2
Condensed Statement of Changes in Shareholders' Equity (Parenthetical) | Sep. 30, 2021shares |
Common Class B [Member] | |
Common shares subject to forfeiture | 1,040,556 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 2 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (3,677) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Accrued expenses | 3,677 |
Net cash used in operating activities | 0 |
Net change in cash | 0 |
Cash, beginning of period | 0 |
Cash, end of the period | 0 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred offering costs included in accrued offerings costs and expenses | $ 121,558 |
Organization, Business Operatio
Organization, Business Operation and Basis of Presentation | 2 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Basis of Presentation | Note 1-Organization, Battery Future Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 29, 2021 (inception) through September 30, 2021 relates to the Company’s formation and its initial public offering (“IPO”) described below. 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 Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated its IPO of 34,500,000 units (the “Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option, which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-half Simultaneously with the consummation of the IPO, the Company consummated the private placement of an aggregate of 16,300,000 warrants (the “Private Placement Warrants”) and 3,051,111 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”) to the Sponsor, Pala Investments Limited (“Pala”), Cantor Fitzgerald & Co. (“Cantor”) and Roth Capital Partners, LLC (“Roth”), generating gross proceeds to the Company of $16,300,000 (the “Private Placement”). In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares. Transaction costs related to the IPO amounted to $7,607,233, consisting of $6,900,000 of underwriting commissions, and $707,233 of other offering costs. In addition, $979,690 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the IPO and the Private Placement, a total of $351,900,000, or $10.20 per Unit sold in the IPO, comprised of $335,600,000 of the net proceeds from the IPO and $16,300,000 of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Investment Management Trust Agreement, dated December 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), the trustee is not permitted to invest in other securities or assets. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (as defined below) or during any extension period, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote 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. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the closing of the IPO in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate a business combination), (the “Combination Period”) to consummate the initial Business Combination. Pursuant to the terms of the Company’s amended and restated memorandum and articles of association and the Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s initial shareholders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account, pro rata in accordance with their percentage ownership of the total number of outstanding Founder Shares, an aggregate of $3,450,000 ($0.10 per share) for one three-month extension, or up to an aggregate of $6,900,000, or $0.20 per share, for a full six-month non-interest Trust Account. The Company’s initial shareholders or their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate its initial Business Combination within the applicable time period, it will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. If the Company is unable to complete the initial Business Combination within such Combination Period or during any extension 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 per-share The Company’s initial shareholders, officers and directors have entered into a letter agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO, at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 2 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2-Significant Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from July 29, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities an d Cash and Cash Equivalents The Company considers all short-term investments with a no 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 Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that are directly related to the IPO. Upon closing of the IPO, the Company allocated the offering costs between Class A ordinary shares subject to redemption and public and private warrants using the relative fair value method. The offering costs allocated to the public warrants were expensed immediately and offering costs associated with equity components were allocated to Class A ordinary shares subject to redemption. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of Class B ordinary shares that are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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. U.S. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1—defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash Warrant Liability The Company accounts for the warrants issued in the IPO in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 accountin f currently adopte |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering Public Units On December 17, 2021, the Company consummated its IPO of 34,500,000 Units at a purchase price of $10.00 per Unit, which included the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one Class A ordinary share and one-half Public Warrants As of September 30, 2021, no Public Warrants were outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders 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 the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummate the 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 below under “Redemption of warrants for cash” 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 will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and 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 Company’s 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 elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in this prospectus) for any 20 trading days within a 30-trading |
Private Placement Warrants
Private Placement Warrants | 2 Months Ended |
Sep. 30, 2021 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4-Private Simultaneously with the consummation of the IPO, the Company consummated the Private Placement of an aggregate of 16,300,000 Private Placement Warrants and 3,051,111 Founder Shares to the Sponsor, Pala, Cantor and Roth, generating gross proceeds to the Company of $16,300,000. In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares. If the Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5-Related Founder Shares On August 4, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Founder Shares, par value $0.0001. On November 21, 2021, the Sponsor surrendered 2,966,667 Founder Shares for cancellation for nominal consideration. On December 14, 2021, the Company issued 1,353,056 Founder Shares to the Sponsor by way of a share capitalization which resulted in an aggregate of 8,540,556 Founder Shares outstanding. This total is comprised of 5,573,889 Founder Shares owned by the Sponsor, 2,666,667 owned by Pala and 300,000 owned by Roth. All shares and related amounts have been retroactively restated. This aggregate amount included up to 1,040,556 Founder Shares subject to forfeiture. On December 16, 2021, the Company and Pala entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 84,444 Founder Shares and 95,000 Private Placement Warrants to Pala for an aggregate purchase price of $190,000. This resulted in outstanding Founder Shares of 8,625,000 (5,573,889 owned by the Sponsor, 2,751,111 owned by Pala and 300,000 owned by Roth), of which 1,125,000 were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option. On December 17, 2021, simultaneously with the consummation of the IPO, the Company consummated the Private Placement of an aggregate of 16,300,000 Private Placement warrants and 3,051,111 Founder Shares to the Sponsor, Pala, Cantor and Roth, generating gross proceeds to the Company of $16,300,000. In the Private Placement, the Sponsor purchased an aggregate of 9,445,000 Private Placement Warrants, Pala purchased an aggregate of 3,095,000 Private Placement Warrants and 2,751,111 Founder Shares, Cantor purchased an aggregate of 2,760,000 Private Placement Warrants and Roth purchased an aggregate of 1,000,000 Private Placement Warrants and 300,000 Founder Shares. On December 17, 2021, the underwriters exercised their over-allotment option in full, resulting in no Founder Shares remaining subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. The Company refers to such transfer restrictions throughout this prospectus as the lock-up. 30-trading Promissory Note-Related Party On August 3, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest Working Capital Loans In order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket |
Commitments And Contingencies
Commitments And Contingencies | 2 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Note 6-Commitments & Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants, (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans and (iv) Extension Loan Warrants that may be issued upon conversion of Extension Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to the registration rights agreement, dated December 14, 2021, by and among the Company, the Sponsor, Pala, Cantor, Roth and the other holders party thereto (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of Working Capital Loans (which amount includes the committed sponsor loans) are converted into Private Placement Warrants, the Company will be obligated to register up to 26,340,556 Class A ordinary shares and 17,800,000 warrants. The number of Class A ordinary shares includes (i) 8,540,556 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 16,300,000 Class A ordinary shares to be issued upon conversion of the Founder Shares and (iii) assumes 1,500,000 Class A ordinary shares underlying Private Placement Warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 16,300,000 Private Placement Warrants and assumes 1,500,000 Private Placement Warrants issuable upon conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day The underwriters earned a cash underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $6,900,000. Additionally, the underwriters will be entitled to a Marketing Fee of five percent (5.0%) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. |
Warrant Liabilities
Warrant Liabilities | 2 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 7-Warrant As of September 30, 2021, there were no warrants outstanding. The Company will account for the 33,550,000 warrants issued in connection with the IPO (17,250,000 Public Warrants and 16,300,000 Private Placement) in accordance with the guidance contained in ASC 815-40. |
Shareholders' Equity
Shareholders' Equity | 2 Months Ended |
Sep. 30, 2021 | |
Shareholders Equity [Abstract] | |
Shareholders' Equity | Note 8-Shareholder’s Preference shares Class A ordinary shares Class B ordinary shares Class B ordinary shares issued and outstanding. Of the 8,540,556 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. For the changes to the components of the Shareholder’s Equity subsequent to September 30, 2021, please see Note 9. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds 50 Combination 90 Founder The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following one-for-one as-converted % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Subsequent Events
Subsequent Events | 2 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9-Subsequent The Company evaluated subsequent events and transactions that occurred up to the date that the unaudited condensed 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, except as disclosed herewith. On November 21, 2021, the Sponsor surrendered 2,966,667 On December 14, 2021, the Company issued 1,353,056 8,540,556 Founder Shares outstanding. This total is comprised of 5,573,889 2,666,667 300,000 owned by Roth. All shares and related amounts have been retroactively restated. This aggregate amount included up to 1,040,556 Founder Shares that would have been forfeited by the Sponsor depending on the extent to which the underwriters’ over-allotment is exercised. On December 16, 2021, the Company and Pala entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 84,444 95,000 190,000 , bringing the total amounts of Class B ordinary shares to 8,625,000. On December 17, 2021, the Company consummated the IPO of 34,500,000 10.00 one-half 11.50 On December 17, 2021, simultaneously with the consummation of the IPO, the Company consummated the Private Placement of an aggregate of 16,300,000 3,051,111 16,300,000 9,445,000 3,095,000 2,751,111 2,760,000 1,000,000 300,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 2 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from July 29, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities an d |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a no |
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 |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal and accounting expenses incurred through the balance sheet date that are directly related to the IPO. Upon closing of the IPO, the Company allocated the offering costs between Class A ordinary shares subject to redemption and public and private warrants using the relative fair value method. The offering costs allocated to the public warrants were expensed immediately and offering costs associated with equity components were allocated to Class A ordinary shares subject to redemption. |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of Class B ordinary shares that are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B share for the period presented. |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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. U.S. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1—defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash |
Warrant Liability | Warrant Liability The Company accounts for the warrants issued in the IPO in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 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 The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 accountin f currently adopte |
Organization, Business Operat_2
Organization, Business Operation and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Dec. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Aug. 04, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Term of restricted investments | 185 days | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | 80.00% | |||
Equity method investment ownership percentage | 50.00% | 50.00% | |||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | 100.00% | |||
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed | 10 days | ||||
Estimated amount of expenses payable on dissolution | $ 100,000 | $ 100,000 | |||
Period to complete Business Combination from closing of Initial Public Offering with out extension | 18 months | ||||
Period to complete Business Combination from closing of Initial Public Offering with extension | 24 months | ||||
Extension Loan Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Debt instrument conversion price per warrant | $ 1 | $ 1 | |||
Period of Extension From One to Three Months [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Threshold deposit in to trust account by initial shareholders or their affiliates or designees | $ 3,450,000 | $ 3,450,000 | |||
Threshold deposit in to trust account by initial shareholders or their affiliates or designees peer share | 0.10% | 0.10% | |||
Period of Extension for Six Months [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Threshold deposit in to trust account by initial shareholders or their affiliates or designees | $ 6,900,000 | $ 6,900,000 | |||
Threshold deposit in to trust account by initial shareholders or their affiliates or designees peer share | 0.20% | 0.20% | |||
Public Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of securities called by each warrant or right | 1 | 1 | |||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||
Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offer gross | $ 345,000,000 | ||||
Proceeds from issuance of private placement | 351,900,000 | ||||
cash | $ 979,690 | ||||
Subsequent Event [Member] | Public Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Description of warrant included in each unit | one-half of one redeemable warrant | ||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||||
Ordinary Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 26,340,556 | ||||
Ordinary shares par or stated value per share | $ 0.0001 | 0.0001 | |||
Ordinary Class A [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Number of shares of common stock included in each | 1 | ||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||||
Ordinary Class B [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Sponsor [Member] | Ordinary Class B [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Ordinary shares par or stated value per share | $ 0.0001 | ||||
Pala Investments Limited or Pala [Member] | Ordinary Class B [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 84,444 | ||||
Proceeds from issuance of private placement | $ 190,000 | ||||
Class of warrants or rights number of warrants issued during the period | 95,000 | ||||
IPO [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 34,500,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from issuance of private placement | $ 16,300,000 | ||||
Transaction costs | 7,607,233 | ||||
Underwriting commission | 6,900,000 | ||||
Other offering costs | 707,233 | ||||
Cash received from IPO after deduction of issuance costs. | $ 335,600,000 | ||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 4,500,000 | ||||
Private Placement [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10.20 | ||||
Proceeds from issuance of private placement | $ 16,300,000 | ||||
Private Placement [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | ||||
Private Placement [Member] | Ordinary Class B [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 3,051,111 | ||||
Ordinary shares par or stated value per share | $ 0.0001 | ||||
Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Private Placement [Member] | Pala Investments Limited or Pala [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | ||||
Private Placement [Member] | Pala Investments Limited or Pala [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | ||||
Private Placement [Member] | Pala Investments Limited or Pala [Member] | Ordinary Class B [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 2,751,111 | ||||
Private Placement [Member] | Cantor Fitzgeraldand Co or Cantor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | ||||
Private Placement [Member] | Roth Capital Partners LLC or Roth [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | ||||
Private Placement [Member] | Roth Capital Partners LLC or Roth [Member] | Ordinary Class B [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued during the period new issues shares | 300,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) | 2 Months Ended |
Sep. 30, 2021USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | |
Cash insured with federal insurance corporation | $ 250,000 |
Unrecognised tax benefits | 0 |
Accrued interest and penalties on unrecognised tax benefits | 0 |
Cash equivalents | $ 0 |
Private Placement Warrants [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Antidilutive securities excluded from the computation of earnings per share | shares | 1,040,556 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Dec. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 18 | $ 18 | |
Percent of gross proceeds to equity proceeds | 60.00% | 60.00% | |
Warrant redemption price | $ 0.01 | $ 0.01 | |
Period to file registration statement after initial Business Combination | 15 days | ||
Period for registration statement to become effective | 60 days | ||
Share Issue Price One [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 9.20 | $ 9.20 | |
Percent of redemption trigger price to market value and issue price | 115.00% | 115.00% | |
Share Issue Price Two [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percent of redemption trigger price to market value and issue price | 180.00% | 180.00% | |
Share redemption trigger price | $ 18 | $ 18 | |
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right | 1 | 1 | |
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | $ 11.50 | |
Class of warrant or right outstanding | 0 | 0 | |
Trading day period to calculate volume weighted average trading price | 20 days | ||
Period to exercise warrants after Business Combination | 30 days | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of days to provide prior written notice of redemption of warrants | 30 days | ||
Threshold redemption period for redemption of warrants | 30 days | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Subsequent Event [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||
Description of warrant included in each unit | one-half of one redeemable warrant | ||
Ordinary Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 26,340,556 | ||
Ordinary Class A [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||
Number of shares of common stock included in each | 1 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrant or right outstanding | 33,550,000 | 33,550,000 | |
IPO [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrant or right outstanding | 17,250,000 | 17,250,000 | |
IPO [Member] | Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrant or right outstanding | 16,300,000 | 16,300,000 | |
IPO [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 34,500,000 | ||
Sale of stock issue price per share | $ 10 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period new issues shares | 4,500,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Dec. 16, 2021 |
Pala Investments Limited or Pala [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | |
Subsequent Event [Member] | ||
Proceeds from issuance of private placement | $ 351,900,000 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Proceeds from issuance of private placement | $ 16,300,000 | |
Subsequent Event [Member] | Common Class B [Member] | Private Placement [Member] | ||
Shares issued during the period new issues shares | 3,051,111 | |
Subsequent Event [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | |
Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |
Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |
Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | Common Class B [Member] | ||
Class of warrants or rights number of warrants issued during the period | 95,000 | |
Shares issued during the period new issues shares | 84,444 | |
Proceeds from issuance of private placement | $ 190,000 | |
Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | Common Class B [Member] | Private Placement [Member] | ||
Shares issued during the period new issues shares | 2,751,111 | |
Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | |
Subsequent Event [Member] | Cantor Fitzgeraldand Co or Cantor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | |
Subsequent Event [Member] | Roth Capital Partners LLC or Roth [Member] | Common Class B [Member] | Private Placement [Member] | ||
Shares issued during the period new issues shares | 300,000 | |
Subsequent Event [Member] | Roth Capital Partners LLC or Roth [Member] | Private Placement Warrants [Member] | Private Placement [Member] | ||
Class of warrants or rights number of warrants issued during the period | 1,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Dec. 16, 2021 | Dec. 14, 2021 | Nov. 21, 2021 | Sep. 30, 2021 | Aug. 04, 2021 | Sep. 30, 2021 | Aug. 03, 2021 |
Related Party Transaction [Line Items] | ||||||||
Ordinary shares issued to Sponsor | $ 25,000 | |||||||
Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 351,900,000 | |||||||
Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||
Notes Payable, Related Parties | $ 0 | 0 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | 1,500,000 | 1,500,000 | ||||||
Due to related party | $ 0 | $ 0 | ||||||
Debt instrument conversion price per warrant | $ 1 | $ 1 | ||||||
Sponsor [Member] | Office Space, Secretarial and Administrative Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction fees payable per month | $ 15,000 | |||||||
Founder Shares [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares subject to forfeiture | 1,040,556 | |||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 16,300,000 | |||||||
Private Placement [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | |||||||
Private Placement [Member] | Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | |||||||
Private Placement [Member] | Pala [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | |||||||
Private Placement [Member] | Pala [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | |||||||
Private Placement [Member] | Roth [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | |||||||
Private Placement [Member] | Cantor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period new issues shares | 26,340,556 | |||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares outstanding | 0 | 0 | ||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares outstanding | 8,540,556 | 8,540,556 | ||||||
Common shares subject to forfeiture | 1,040,556 | 1,040,556 | ||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares outstanding | 8,625,000 | 8,540,556 | ||||||
Common shares subject to forfeiture | 0 | 1,125,000 | 1,040,556 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 0.003 | |||||||
Ordinary shares issued to Sponsor | $ 25,000 | |||||||
Ordinary shares issued to Sponsor (in shares) | 7,187,500 | |||||||
Ordinary shares par or stated value per share | $ 0.0001 | |||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock surrendered during period shares | 2,966,667 | |||||||
Share issued during the period by way of recapitalization | 1,353,056 | |||||||
Ordinary shares outstanding | 5,573,889 | 5,573,889 | ||||||
Common Class B [Member] | Pala [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period new issues shares | 84,444 | |||||||
Ordinary shares outstanding | 2,751,111 | 2,666,667 | ||||||
Class of warrants or rights number of warrants issued during the period | 95,000 | |||||||
Proceeds from issuance of private placement | $ 190,000 | |||||||
Common Class B [Member] | Roth [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares outstanding | 300,000 | 300,000 | ||||||
Common Class B [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period new issues shares | 3,051,111 | |||||||
Ordinary shares par or stated value per share | $ 0.0001 | |||||||
Common Class B [Member] | Private Placement [Member] | Pala [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period new issues shares | 2,751,111 | |||||||
Common Class B [Member] | Private Placement [Member] | Roth [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period new issues shares | 300,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Sep. 30, 2021 |
Private Placement Warrants [Member] | ||
Class of warrant or right, number of securities called by warrants or rights | 16,300,000 | |
Warrant [Member] | ||
Class of warrant or right, number of securities called by warrants or rights | 17,800,000 | |
Ordinary Class A [Member] | ||
Shares issued during the period new issues shares | 26,340,556 | |
Ordinary Class A [Member] | Founder Shares [Member] | Maximum [Member] | ||
Stock issued during period, shares, conversion of units | 16,300,000 | |
Ordinary Class A [Member] | Founder Shares [Member] | Minimum [Member] | ||
Stock issued during period, shares, conversion of units | 8,540,556 | |
Working Capital Loan [Member] | Private Placement Warrants [Member] | ||
Debt instrument convertible into warrants | $ 1,500,000 | |
Working Capital Loan [Member] | Ordinary Class A [Member] | Private Placement Warrants [Member] | ||
Debt instrument convertible into warrants | 1,500,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Shares issued during the period new issues shares | 4,500,000 | |
Over-Allotment Option [Member] | Working Capital Loan [Member] | ||
Due to related parties current | $ 1,500,000 | |
IPO [Member] | Subsequent Event [Member] | ||
Shares issued during the period new issues shares | 34,500,000 | |
Over allotment option vesting period | 45 days | |
Percentage of underwriting discount | 2.00% | |
Underwriting commission | $ 6,900,000 | |
Percentage of marketing fees on IPO from initial business combination | 5.00% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | Sep. 30, 2021shares |
IPO [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 33,550,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 0 |
Public Warrants [Member] | IPO [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 17,250,000 |
Private Placement Warrants [Member] | IPO [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants or rights outstanding | 16,300,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 2 Months Ended |
Sep. 30, 2021Vote$ / sharesshares | |
Preferred shares authorised | 1,000,000 |
Preferred shares par or stated value per share | $ / shares | $ 0.0001 |
Preferred shares issued | 0 |
Preferred shares outstanding | 0 |
Common Class A [Member] | |
Ordinary shares authorised | 200,000,000 |
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 |
Ordinary shares issued | 0 |
Ordinary shares outstanding | 0 |
Percent of convertible share to outstanding shares | 20.00% |
Common Class B [Member] | |
Ordinary shares authorised | 20,000,000 |
Ordinary shares par or stated value per share | $ / shares | $ 0.0001 |
Ordinary shares issued | 8,540,556 |
Ordinary shares outstanding | 8,540,556 |
Common shares subject to forfeiture | 1,040,556 |
Minimum threshold percentage required to appoint directors | 50.00% |
Minimum threshold voting percentage required for amending right to appoint directors | 90.00% |
Number of votes per share | Vote | 1 |
Common Class B [Member] | Conversion of Class B Common Stock to Class A Common Stock [Member] | |
Common stock conversion basis | one-for-one |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Dec. 17, 2021 | Dec. 16, 2021 | Dec. 14, 2021 | Nov. 21, 2021 | Sep. 30, 2021 |
Public Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||
Pala Investments Limited or Pala [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of private placement | $ 351,900,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Subsequent Event [Member] | Public Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||||
Description of warrant included in each unit | one-half of one redeemable warrant | ||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued during the period new issues shares | 34,500,000 | ||||
Proceeds from issuance of private placement | $ 16,300,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of private placement | $ 16,300,000 | ||||
Sale of stock issue price per share | $ 10.20 | ||||
Subsequent Event [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 16,300,000 | ||||
Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Subsequent Event [Member] | Sponsor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 9,445,000 | ||||
Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 3,095,000 | ||||
Subsequent Event [Member] | Cantor Fitzgeraldand Co or Cantor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 2,760,000 | ||||
Subsequent Event [Member] | Roth Capital Partners LLC or Roth [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights number of warrants issued during the period | 1,000,000 | ||||
Ordinary Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares outstanding | 0 | ||||
Shares issued during the period new issues shares | 26,340,556 | ||||
Ordinary Class A [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights exercise price of warrants or rights | $ 11.50 | ||||
Number of shares of common stock included in each | 1 | ||||
Class of warrants or rights number of securities called by each warrant or right | 1 | ||||
Ordinary Class B [Member] | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares outstanding | 8,540,556 | ||||
Common shares subject to forfeiture | 1,040,556 | ||||
Ordinary Class B [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares outstanding | 8,625,000 | 8,540,556 | |||
Common shares subject to forfeiture | 0 | 1,125,000 | 1,040,556 | ||
Ordinary Class B [Member] | Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued during the period new issues shares | 3,051,111 | ||||
Ordinary Class B [Member] | Subsequent Event [Member] | Sponsor [Member] | |||||
Subsequent Event [Line Items] | |||||
Share issued during the period by way of recapitalization | 1,353,056 | ||||
Ordinary shares outstanding | 5,573,889 | 5,573,889 | |||
Stock surrendered during period shares | 2,966,667 | ||||
Ordinary Class B [Member] | Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares outstanding | 2,751,111 | 2,666,667 | |||
Shares issued during the period new issues shares | 84,444 | ||||
Class of warrants or rights number of warrants issued during the period | 95,000 | ||||
Proceeds from issuance of private placement | $ 190,000 | ||||
Ordinary Class B [Member] | Subsequent Event [Member] | Pala Investments Limited or Pala [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued during the period new issues shares | 2,751,111 | ||||
Ordinary Class B [Member] | Subsequent Event [Member] | Roth Capital Partners LLC or Roth [Member] | |||||
Subsequent Event [Line Items] | |||||
Ordinary shares outstanding | 300,000 | 300,000 | |||
Ordinary Class B [Member] | Subsequent Event [Member] | Roth Capital Partners LLC or Roth [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued during the period new issues shares | 300,000 |