SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

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SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek candidates with an enterprise value of between $500 million and $2 billion, and we intend to seek to acquire companies that we believe:

• have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors;

• are at an inflection point or are able to take advantage of public company securities as currency in order to drive improved financial performance;

• have a diversified customer base better positioned to endure economic downturns and changes in the industry landscape;

• have strong, experienced management teams, or a platform that will allow us to assemble an effective management team with a track record of driving growth and profitability;

• provide a scalable platform for add-on acquisitions, which we believe will be an opportunity for our management team to deliver incremental shareholder value post-acquisition;

• generate attractive returns on capital and have a compelling use for capital to achieve their growth strategy;

• exhibit unrecognized value or other characteristics that we believe have been overlooked by the marketplace based on our analysis and due diligence review; and

• can benefit from being publicly-traded, are prepared to be a publicly-traded company, are capable of generating consistent returns in excess of cost of capital, and can effectively utilize access to the capital markets.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $203,300,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $233,300,000 if the underwriter’s over-allotment option is exercised in full, $200,000,000, or $230,000,000 if the underwriter’s over-allotment option is exercised in full, will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $250,000 in the aggregate in underwriting discounts and commissions payable upon the closing of this offering (whether or not the underwriter’s over-allotment option is exercised) and an aggregate of $750,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts); the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay our taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay liquidation expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our

obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount

$ 233,300,000

SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares in connection with the completion of our 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 business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes paid or payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. In connection with their receipt of founder shares and/or private placement warrants and their appointment as directors and/or officers, as applicable, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination for no additional consideration.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all public shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares in connection with the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our 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 us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

• file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

The difference between the public offering price per Class A ordinary share and Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private placement warrants, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full, constitutes the dilution to investors in this offering. Adjusted NTBVPS is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, by the number of Class A ordinary shares issued and outstanding.

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBVPS was calculated as follows:

	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment			Without Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering
Increase attributable to public shareholders	$	7.60		$	7.60		$	7.08		$	7.07		$	6.20		$	6.20		$	4.46		$	4.45		$	(0.79	)	$	(0.80	)
Pro forma net tangible book value after this offering and the sale of the private placement warrants	$	7.60		$	7.60		$	7.08		$	7.07		$	6.20		$	6.20		$	4.46		$	4.45		$	(0.79	)	$	(0.80	)
Dilution to public shareholders	$	2.40		$	2.40		$	2.92		$	2.93		$	3.80		$	3.80		$	5.54		$	5.55		$	10.79		$	10.80
Percentage of dilution to public shareholders		23.97	%		24.00	%		29.22	%		29.25	%		37.96	%		38.00	%		55.44	%		55.50	%		107.87	%		108.01	%
Numerator
Net tangible book deficit before this offering	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)	$	(113,000	)
Net proceeds from this offering and the sale of private placement warrants(1)	$	202,300,000		$	232,300,000		$	202,300,000		$	232,300,000		$	202,300,000		$	232,300,000		$	202,300,000		$	232,300,000		$	202,300,000		$	232,300,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value	$	108,000		$	108,000		$	108,000		$	108,000		$	108,000		$	108,000		$	108,000		$	108,000		$	108,000		$	108,000
Less: Deferred underwriting commissions	$	(6,000,000	)	$	(6,900,000	)	$	(4,500,000	)	$	(5,175,000	)	$	(3,000,000	)	$	(3,450,000	)	$	(1,500,000	)	$	(1,725,000	)		—			—
Less Advisory Fee	$	(6,000,000	)	$	(6,900,000	)	$	(6,000,000	)	$	(6,900,000	)	$	(6,000,000	)	$	(6,900,000	)	$	(6,000,000	)	$	(6,900,000	)	$	(6,000,000	)	$	(6,900,000	)
Less: overallotment liability	$	(230,000	)		—		$	(230,000	)		—		$	(230,000	)		—		$	(230,000	)		—		$	(230,000	)		—
Less: Amounts paid for redemptions		—			—		$	(50,000,000	)	$	(57,500,000	)	$	(100,000,000	)	$	(115,000,000	)	$	(150,000,000	)	$	(172,500,000	)	$	(200,000,000	)	$	(230,000,000	)
	$	190,065,000		$	218,495,000		$	141,565,000		$	162,720,000		$	93,065,000		$	106,945,000		$	44,565,000		$	51,170,000		$	(3,935,000	)	$	(4,605,000	)
Denominator
Ordinary shares outstanding prior to this offering		5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000			5,750,000
Ordinary shares forfeited if overallotment is not exercised		(750,000	)					(750,000	)					(750,000	)					(750,000	)					(750,000	)
Ordinary shares offered to public		20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000			20,000,000			23,000,000
Less Ordinary shares redeemed		—			—			(5,000,000	)		(5,750,000	)		(10,000,000	)		(11,500,000	)		(15,000,000	)		(17,250,000	)		(20,000,000	)		(23,000,000	)
		25,000,000			28,750,000			20,000,000			23,000,000			15,000,000			17,250,000			10,000,000			11,500,000			5,000,000			5,750,000

For purposes of presenting the maximum redemption scenario, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriter’s over-allotment option) by $200,000,000 because holders of up to 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or shareholders meeting, including interest earned thereon (net of taxes paid or payable), divided by the number of the then issued and outstanding public shares).

The following table sets forth information (i) with respect to our initial shareholders, who hold our Class B ordinary shares and the private placement warrants, and the public shareholders, and (ii) that was used determine the net tangible book value per share, as presented in this section:

	Shares Purchased					Total Consideration Percentage		Average Price Per Share
	Number	Percentage		Amount		Total Consideration Percentage		Average Price Per Share
Class B Ordinary Shares(1)	5,000,000	20	%	$	25,000	0.01	%	$	0.004
Public Shareholders	20,000,000	80	%	$	200,000,000	99.9	%	$	10.00

(1) Assumes no exercise of the underwriter’s over-allotment option and the corresponding forfeiture of 750,000 Class B ordinary shares held by our sponsor.