Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-41021 | ||
Entity Registrant Name | Mountain & Co. I Acquisition Corp. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 4001 Kennett Pike, Suite 302 | ||
Entity Address, City or Town | Wilmington | ||
Entity Address State Or Province | DE | ||
Entity Address, Postal Zip Code | 19807 | ||
City Area Code | 302 | ||
Local Phone Number | 273-0765 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001856995 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, New York | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | MCAA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | MCAAW | ||
Security Exchange Name | NASDAQ | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | MCAAU | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current Assets | |
Cash | $ 303,858 |
Receivable from Sponsor | 276,000 |
Prepaid expenses | 434,677 |
Total Current Assets | 1,014,535 |
Prepaid expenses - non-current portion | 346,441 |
Investments held in Trust Account | 236,901,030 |
Total Assets | 238,262,006 |
Current liabilities | |
Accrued offering costs and expenses | 117,578 |
Due to related party | 12,000 |
Promissory note - related party | 118,833 |
Total Current Liabilities | 248,411 |
Deferred underwriting fee | 8,050,000 |
Total Liabilities | 8,298,411 |
Commitments and Contingencies (see Note 6) | |
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.30 per share | 236,900,000 |
Shareholders' Deficit: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (6,936,980) |
Total Shareholders' Deficit | (6,936,405) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 238,262,006 |
Class B Common Stock | |
Shareholders' Deficit: | |
Common stock | $ 575 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Ordinary shares subject to possible redemption outstanding | 23,000,000 |
Ordinary shares, redemption value per share | $ / shares | $ 10.30 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 50,000,000 |
Common shares, shares issued | 5,750,000 |
Common shares, shares outstanding | 5,750,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 156,008 |
Loss from operations | (156,008) |
Other income (expense) | |
Interest income on trust account | 1,030 |
Change in fair value of over-allotment liability | (60,000) |
Total other expense, net | (58,970) |
Net loss | (214,978) |
Class A Common Stock | |
Other income (expense) | |
Net loss | $ (86,606) |
Weighted average shares outstanding, basic | shares | 4,076,923 |
Weighted average shares outstanding, diluted | shares | 4,076,923 |
Basic net loss per share | $ / shares | $ (0.02) |
Diluted net loss per share | $ / shares | $ (0.02) |
Class B Common Stock | |
Other income (expense) | |
Net loss | $ (128,372) |
Weighted average shares outstanding, basic | shares | 6,043,029 |
Weighted average shares outstanding, diluted | shares | 6,043,029 |
Basic net loss per share | $ / shares | $ (0.02) |
Diluted net loss per share | $ / shares | $ (0.02) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 9 months ended Dec. 31, 2021 - USD ($) | Class B Common StockOrdinary Shares | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Apr. 15, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class B ordinary shares issued to Sponsor | $ 719 | 24,281 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in shares) | 7,187,500 | ||||
Forfeiture of founder shares | $ (144) | 144 | |||
Forfeiture of founder shares (in shares) | (1,437,500) | ||||
Sale of Private Placement Warrants | 13,500,000 | 13,500,000 | |||
Proceeds allocated to Public Warrants | 6,900,000 | 6,900,000 | |||
Offering costs associated to warrants | (442,872) | (442,872) | |||
Remeasurement of Class A ordinary shares to redemption value | $ (19,981,553) | (6,722,002) | (26,703,555) | ||
Net loss | $ (128,372) | (214,978) | (214,978) | ||
Balance at the end at Dec. 31, 2021 | $ 575 | $ (6,936,980) | $ (6,936,405) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (214,978) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation cost paid by Sponsors | 9,454 |
Interest earned on trust account | (1,030) |
Change in fair value of over-allotment liability | 60,000 |
Changes in current assets and liabilities | |
Prepaid expenses | (781,118) |
Receivable from Sponsor | (276,000) |
Accrued offering costs and expenses | 117,578 |
Due to related party | 12,000 |
Net cash used in operating activities | (1,074,094) |
Cash flows from Investing Activities: | |
Principal deposited in Trust Account | (236,900,000) |
Net cash used in investing activities | (236,900,000) |
Cash flows from Financing Activities: | |
Proceeds from initial public offering, net of costs | 225,400,000 |
Proceeds from sale of common stocks to initial shareholders | 25,000 |
Proceeds from private placement | 13,500,000 |
Proceeds from issuance of promissory note - related party | 500,000 |
Payment of promissory note | (390,621) |
Payment of deferred offering costs | (756,427) |
Net cash provided by financing activities | 238,277,952 |
Net change in cash | 303,858 |
Cash, April 16, 2021 (inception) | 0 |
Cash, end of the period | 303,858 |
Supplemental disclosure of cash flow information: | |
Initial value of ordinary shares subject to possible redemption | 236,900,000 |
Deferred underwriting commissions payable charged to additional paid in capital | 8,050,000 |
Remeasurement of Class A ordinary shares to redemption value | 26,703,555 |
Initial classification of over-allotment liabilities | $ 60,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 9 Months Ended |
Dec. 31, 2021 | |
Description of Organization, Business Operations and Liquidity | |
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Mountain & Co. I Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 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 or entities (the “Business Combination”). The Company has not selected any Business Combination target yet. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues at the earliest until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company’s sponsor is Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 4, 2021 (the “Effective Date”). On November 9, 2021, the Company consummated its IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3 (the “Public Offering”) and the sale of 12,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. On November 12, 2021, the underwriters exercised their full over-allotment option, resulting in an addition 3,000,000 units purchased and $30,000,000 in additional gross proceeds for aggregate units purchased of 23,000,000 and aggregate gross proceeds of $230,000,000 from both the IPO and over-allotment option exercise. Transaction costs related to the IPO and the exercise of the over-allotment option amounted to $13,406,427 consisting of $4,600,000 of underwriting commissions, $8,050,000 of deferred underwriting fees and $756,427 of other cash offering costs. The Company must consummate an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (as defined below) (excluding the amount of any deferred underwriting discount held in trust) at the time of its signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. The Company does not believe that their anticipated principal activities will subject them to the Investment Company Act. To this end, the proceeds held in the trust account may 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 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of public shares if the Company does not complete its initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination) or (B) with respect to any other provision relating to the rights of holders of Class A ordinary shares; or (iii) absent its completing an initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination), the return of the funds held in the trust account to the public shareholders as part of the redemption of the public shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the public shareholders may receive only approximately $10.30 per public share, or less in certain circumstances, on the liquidation of the trust account and the warrants will expire worthless. Following the closing of the IPO on November 9, 2021, and subsequent close of the over-allotment option exercise on November 12, 2021, a total of $236,900,000, comprised of $225,400,000 of the net proceeds from the IPO, including $8,050,000 of the underwriters’ deferred discount, and $11,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial 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 initial 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 or whether the Company were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). 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 price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 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. If the Company has not consummated an initial Business Combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of its public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If the Company were required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a Business Combination) before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. The Company has no obligation to return funds to investors prior to the date of the redemption or liquidation unless, prior thereto, the Company consummated its initial Business Combination or amend certain provisions of the amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon the redemption or any liquidation will public shareholders be entitled to distributions if the Company does not complete its initial Business Combination and do not amend certain provisions of the amended and restated memorandum and articles of association. The amended and restated memorandum and articles of association will provide that, if the Company winds up for any other reason prior to the consummation of its initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Company has until 15 months from the closing of the Public Offering to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination by an additional three months (for a total of 18 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline. 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) $10.30 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 $10.30 per 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 Public Offering 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 believes 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. As a result, if any such claims were successfully made against the trust account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of December 31, 2021, the Company had $303,858 cash in its operating bank account and working capital of $766,124. Following consummation of the IPO on November 9, 2021, the Company had $1,835,855 of cash in its operating bank account and working capital of $688,718. The Company’s liquidity needs up to December 31, 2021 have been satisfied through the payment of certain offering costs by Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $500,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern At December 31, 2021, the Company had $303,858 in operating cash and a working capital of $766,124, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until February 9, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. 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 and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $303,858 cash in its operating bank account and no cash equivalents as of December 31, 2021. Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $236,901,030 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO. Upon consummation, they were charged ratably to the underlying instruments they related to on a relative fair value basis. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Offering costs amounted to $13,406,427 and were charged to temporary equity, outside of shareholders’ deficit, upon the completion of the IPO on November 9, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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. 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 Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur 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 capital, or in the absence of additional capital, in accumulated deficit. Accordingly, as of December 31, 2021, there were no Class A ordinary shares issued or outstanding. The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,900,000) Class A ordinary shares issuance costs (12,963,555) Plus: Fair value of over-allotment option 60,000 Remeasurement of Class A ordinary shares to redemption value 26,703,555 Class A ordinary shares subject to possible redemption $ 236,900,000 Warrants The Company must account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants as equity-classified. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor.As of December 31, 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 share is the same as basic loss per share for the period presented. For the period from April 16, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (86,606) $ (128,372) Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 4,076,923 6,043,029 Basic and diluted net loss per share $ (0.02) $ (0.02) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 Company coverage of $250,000. The Company has not experienced losses on this account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective year beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Dec. 31, 2021 | |
Public Offering | |
Public Offering | Note 3 — Public Offering On November 9, 2021 the Company consummated the sale of 20,000,000 Units at a price of $10.00 per Unit. On November 12, 2021, the underwriters exercised their full over-allotment option, which resulted in the sale of an additional 3,000,000 Units for an aggregate of 23,000,000 Units. Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 9 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 12,000,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $12,000,000. On November 12, 2021, the underwriters exercised their full over-allotment option exercise, which resulted in an additional 1,500,000 Private Placement Warrants being sold for an aggregated of 13,500,000 Private Placement Warrants. The Private Placement Warrants are identical to the warrants sold in the Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the private placement warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering. If the Company does not complete its initial Business Combination within the Combination Period, the private placement warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions As of December 31, 2021, accrued offering costs and expenses includes $39,521 payable to a related party. Founder Shares On April 23, 2021, Mountain & Co. Sponsor One LLP, an affiliate of the Company, paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On July 13, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On November 12, 2021, the underwriters elected to fully exercise their over-allotment option, 750,000 Founder Shares were no longer subject to forfeiture. On August 23, 2021, the Sponsor transferred 550,000 Class B ordinary shares to Prof. Dr. Utz Claassen, 25,000 Class B ordinary shares to Winston Ma and 20,000 Class B ordinary shares each to Dr. Cornelius Boersch, Daniel Wenzel, Alexander Hornung, Miles Gilburne and Dr. Phillip Rösler . These shares are not subject to forfeiture in the case the underwriter’s overallotment option is not exercised. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Company will record the fair value of the transferred Founder Shares as Officer and Director compensation expense upon the consummation of the initial Business Combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation - Stock Compensation.” The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, 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. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On April 23, 2021, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the Public Offering. As of December 31, 2021, the Company had $118,833 outstanding under the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the sponsor or an affiliate of the sponsor or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. 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 the Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to the Working Capital Loans funds and provide a waiver against any and all rights to seek access to funds in the trust account. As of December 31, 2021, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company may extend the period of time to consummate a Business Combination by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account $2,000,000, or $2,300,000 if the underwriters’ overallotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the deadline. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Private Warrant. The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete a Business Combination. Administrative Support Agreement Commencing on November 5, 2021, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company had incurred $12,000 of administrative support expense pursuant to this agreement. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) private placement warrants that may be issued upon conversion of working capital 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 a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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 its initial 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 option from the date of the Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters exercised their full over-allotment option on November 12, 2021. The underwriters were paid in cash for underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and full exercise of the over-allotment option, or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination. |
Shareholder's Equity
Shareholder's Equity | 9 Months Ended |
Dec. 31, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of its ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of its ordinary shares that are voted, and pursuant to the amended and restated memorandum and articles of association; such actions include amending its amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to its initial Business Combination, only holders of Founder Shares will have the right to vote on the appointment of directors. Holders of public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of its Founder Shares may remove a member of the board of directors for any reason. The provisions of the amended and restated memorandum and articles of association governing the appointment or removal of directors prior to its initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of the ordinary shares who attend and vote at its general meeting which shall include the affirmative vote of a simple majority of its Class B ordinary shares. The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) 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 exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued to any seller in the initial Business Combination and any private placement warrants issued to the Company’s sponsor, its affiliates or any member of its management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account. The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit. The Company is not registering the shares of 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 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ' prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. 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 share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, 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 underlying the Units being sold in the Public Offering, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. The Company accounts for 25,000,000 warrants issued in connection with the Public Offering and the full exercise of the underwriters’ over-allotment option (including 11.500,000 Public Warrants and 13,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Dec. 31, 2021 | |
Recurring Fair Value Measurements | |
Recurring Fair Value Measurements | Note 8 — Recurring Fair Value Measurements Substantially all of the Company’s investments held in the Trust Account on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 236,901,030 $ 236,901,030 $ — $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the financial statement was issued. Based upon this review, except for those discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
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 and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $303,858 cash in its operating bank account and no cash equivalents as of December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, funds held in the Trust Account include $236,901,030 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with Initial Public Offering Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO. Upon consummation, they were charged ratably to the underlying instruments they related to on a relative fair value basis. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Offering costs amounted to $13,406,427 and were charged to temporary equity, outside of shareholders’ deficit, upon the completion of the IPO on November 9, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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. |
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 Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur 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 capital, or in the absence of additional capital, in accumulated deficit. Accordingly, as of December 31, 2021, there were no Class A ordinary shares issued or outstanding. The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,900,000) Class A ordinary shares issuance costs (12,963,555) Plus: Fair value of over-allotment option 60,000 Remeasurement of Class A ordinary shares to redemption value 26,703,555 Class A ordinary shares subject to possible redemption $ 236,900,000 |
Warrants | Warrants The Company must account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants as equity-classified. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor.As of December 31, 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 share is the same as basic loss per share for the period presented. For the period from April 16, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (86,606) $ (128,372) Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 4,076,923 6,043,029 Basic and diluted net loss per share $ (0.02) $ (0.02) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
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 Company coverage of $250,000. The Company has not experienced losses on this account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective year beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule of Class A ordinary shares subject to possible redemption reflected on the balance sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 230,000,000 Less: Proceeds allocated to Public Warrants (6,900,000) Class A ordinary shares issuance costs (12,963,555) Plus: Fair value of over-allotment option 60,000 Remeasurement of Class A ordinary shares to redemption value 26,703,555 Class A ordinary shares subject to possible redemption $ 236,900,000 |
Schedule of calculation of basic and diluted loss per share | For the period from April 16, 2021 (inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (86,606) $ (128,372) Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 4,076,923 6,043,029 Basic and diluted net loss per share $ (0.02) $ (0.02) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Recurring Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 236,901,030 $ 236,901,030 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) | Nov. 12, 2021USD ($)shares | Nov. 09, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesitemshares | Apr. 23, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | 1 | |||
Number of units issued | shares | 23,000,000 | |||
Proceeds from issuance initial public offering | $ 230,000,000 | |||
Transaction Costs | $ 13,406,427 | |||
Underwriting fees | 4,600,000 | |||
Deferred underwriting fee payable | 8,050,000 | $ 8,050,000 | ||
Other offering costs | 756,427 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||
Maturity period of investments in money market funds | 185 days | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Number of months within consummated an initial business combination from closing of offering to redeem the shares | 15 months | |||
Number of months if the entity does not consummated an initial business combination within 15 months from closing of offering to redeem the shares | 18 months | |||
Redemption price per share | $ / shares | $ 10.30 | |||
Total proceeds | 236,900,000 | |||
Underwriters deferred discount | 8,050,000 | |||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||
Threshold business days for redemption of public shares | 10 days | |||
Months to complete acquisition | item | 15 | |||
Funds in trust account per public share | $ / shares | $ 0.10 | |||
Cash at bank | 1,835,855 | $ 303,858 | ||
Working Capital | $ 688,718 | 766,124 | ||
Aggregate purchase price | 25,000 | |||
Working capital loans | $ 0 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 1 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 20,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 225,400,000 | |||
Amount deposited in trust account | $ 2,000,000 | |||
Initial Public Offering | Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 25,000,000 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 13,500,000 | |||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 23,000,000 | |||
Sale of Private Placement Warrants (in shares) | shares | 11,500,000 | |||
Private placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 12,000,000 | 12,000,000 | ||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placement Warrants | $ 11,500,000 | $ 12,000,000 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 3,000,000 | 3,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 30,000,000 | |||
Amount deposited in trust account | $ 2,300,000 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 13,500,000 | |||
Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Unsecured promissory note from related party | 500,000 | |||
Sponsor | Founder shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 0.003 | |||
Aggregate purchase price | $ 25,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Apr. 23, 2021 | |
Offering costs | $ 13,406,427 | |
Deferred offering cost | 39,521 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
FDIC coverage amount | 250,000 | |
Cash in operating bank account | 303,858 | |
Cash equivalents | 0 | |
Investments held in Trust Account | $ 236,901,030 | |
Class A Common Stock | ||
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Class B Common Stock | ||
Common shares, shares issued | 5,750,000 | 7,187,500 |
Common shares, shares outstanding | 5,750,000 | 7,187,500 |
Significant Accounting Polici_5
Significant Accounting Policies - basic and diluted loss per share (Details) | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Numerator: | |
Allocation of net loss | $ | $ (214,978) |
Class A Common Stock | |
Numerator: | |
Allocation of net loss | $ | $ (86,606) |
Denominator: | |
Weighted average shares outstanding, basic | shares | 4,076,923 |
Weighted average shares outstanding, diluted | shares | 4,076,923 |
Basic net loss per share | $ / shares | $ (0.02) |
Diluted net loss per share | $ / shares | $ (0.02) |
Class B Common Stock | |
Numerator: | |
Allocation of net loss | $ | $ (128,372) |
Denominator: | |
Weighted average shares outstanding, basic | shares | 6,043,029 |
Weighted average shares outstanding, diluted | shares | 6,043,029 |
Basic net loss per share | $ / shares | $ (0.02) |
Diluted net loss per share | $ / shares | $ (0.02) |
Significant Accounting Polici_6
Significant Accounting Policies - Class A Ordinary Shares Subject to Possible Redemption (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Significant Accounting Policies | |
Proceeds from IPO | $ 230,000,000 |
Less: Proceeds allocated to Public Warrants | (6,900,000) |
Class A ordinary shares issuance costs | (12,963,555) |
Fair value of over-allotment option | 60,000 |
Remeasurement of Class A ordinary shares to redemption value | 26,703,555 |
Class A ordinary shares subject to possible redemption | $ 236,900,000 |
Public Offering (Details)
Public Offering (Details) - $ / shares | Nov. 12, 2021 | Nov. 09, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 23,000,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Purchase price, per unit | $ 10 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.50 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 23,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 | Nov. 09, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 1 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 13,500,000 | ||
Additional units sold of shares | 1,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 12,000,000 | 12,000,000 | |
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 11,500,000 | $ 12,000,000 | |
Threshold days for transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination subject to certain limited exceptions | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jul. 13, 2021shares | Apr. 23, 2021USD ($)$ / sharesshares | Dec. 31, 2021D$ / sharesshares | Nov. 12, 2021shares | Nov. 09, 2021$ / shares | Aug. 23, 2021shares |
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common shares, shares outstanding | 0 | |||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 7,187,500 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of shares cancelled | 1,437,500 | |||||
Common shares, shares outstanding | 7,187,500 | 5,750,000 | ||||
Maximum shares subject to forfeiture | 750,000 | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Price per share | $ / shares | $ 10 | |||||
Over-allotment option | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares not subject to forfeiture | 750,000 | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 7,187,500 | 7,187,500 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of shares cancelled | 1,437,500 | |||||
Common shares, shares outstanding | 5,750,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Consideration received | $ | $ 25,000 | |||||
Price per share | $ / shares | $ 0.003 | |||||
Founder Shares | Sponsor | Class B Common Stock | Dr. Utz Claassen | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 550,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Winston Ma | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 25,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Dr. Cornelius Boersch | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 20,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Daniel Wenzel | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 20,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Alexander Hornung | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 20,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Miles Gilburne | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 20,000 | |||||
Founder Shares | Sponsor | Class B Common Stock | Dr. Phillip Rsler | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred by sponsor | 20,000 | |||||
Founder Shares | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum shares subject to forfeiture | 750,000 | |||||
Number of shares not subject to forfeiture | 750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Apr. 23, 2021 | |
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 390,621 | |
Accrued offering costs and expenses including payable to a related party | 39,521 | |
Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Amount deposited in trust account | 2,300,000 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 500,000 | |
Outstanding balance of related party note | 118,833 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses incurred and paid | 12,000 | |
Administrative Support Agreement | Sponsor | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 10,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | 0 | |
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 1 | |
Related Party Extension Loans | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 1 | |
Additional period of time to consummate a Business Combination | 3 months | |
Total number of months to complete a Business Combination | 18 months | |
Amount deposited in trust account | $ 2,000,000 | |
Related Party Extension Loans | Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 0.10 | |
Amount deposited in trust account | $ 2,300,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Nov. 12, 2021shares | Nov. 09, 2021shares | Dec. 31, 2021USD ($)itemshares |
Subsidiary, Sale of Stock [Line Items] | |||
Maximum Number Of Demands For Registration Of Securities | item | 3 | ||
Number of units issued | 23,000,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of days to exercise the option granted for underwriters | 45 days | ||
Number of units issued | 20,000,000 | ||
Percentage of cash underwriting cash discount | 2.00% | ||
Percentage of deferred underwriting cash discount | 3.50% | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,000,000 | 3,000,000 | |
Underwriter cash discount | $ | $ 4,600,000 |
Shareholder's Equity - Preferen
Shareholder's Equity - Preference Shares (Details) | Dec. 31, 2021$ / sharesshares |
Shareholders' Deficit | |
Preferred shares, shares authorized | 5,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Shares (Details) - $ / shares | Jul. 13, 2021 | Dec. 31, 2021 | Nov. 12, 2021 | Apr. 23, 2021 |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 500,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | |||
Common shares, shares outstanding (in shares) | 0 | |||
Ordinary shares subject to possible redemption outstanding | 23,000,000 | |||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Ordinary shares subject to possible redemption outstanding | 23,000,000 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 50,000,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Common shares, shares issued (in shares) | 5,750,000 | 7,187,500 | ||
Common shares, shares outstanding (in shares) | 5,750,000 | 7,187,500 | ||
Number of shares cancelled | 1,437,500 | |||
Number of shares issued | 7,187,500 | |||
Maximum shares subject to forfeiture | 750,000 | |||
Percentage of shares issued and outstanding collectively own by initial shareholders | 20.00% | |||
Aggregated shares issued upon converted basis (in percent) | 20.00% | |||
Class B Common Stock | Over-allotment option | ||||
Class of Stock [Line Items] | ||||
Number of shares not subject to forfeiture | 750,000 |
Shareholder's Equity - Warrants
Shareholder's Equity - Warrants (Details) | 9 Months Ended | |
Dec. 31, 2021D$ / sharesshares | Nov. 09, 2021$ / sharesshares | |
Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants expiration term | 5 years | |
Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 25,000,000 | |
Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Maximum period after business combination in which to file registration statement | 20 days | |
Period of time within which registration statement is expected to become effective | 60 days | |
Public Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 11,500,000 | |
Public Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Threshold issue price per share | $ / shares | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold trading days determining weighted average trading price | 20 days | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Private Placement Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 13,500,000 | |
Private Placement Warrants | Private placement | ||
Class of Warrant or Right [Line Items] | ||
Threshold days for transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination subject to certain limited exceptions | 30 days | |
Number of warrants issued | 12,000,000 | 12,000,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 236,901,030 |
Level 1 | |
Assets: | |
Investments held in Trust Account | $ 236,901,030 |