0001193125-22-073440 | 10-K | XBRL Viewer

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Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 861,474
Prepaid expenses	388,666
Total Current Assets	1,250,140
Deferred offering costs		$ 71,546
Investment held in Trust Account	309,450,720	0
TOTAL ASSETS	310,700,860	71,546
Current liabilities
Accounts payable and accrued expenses	1,024,627
Accrued offering expenses	0	37,905
Promissory note – related party		13,641
Total Current Liabilities	1,024,627	51,546
Warrant liabilities	8,299,434	0
Deferred underwriting fee payable	10,830,775	0
Total Liabilities	20,154,836	51,546
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 30,945,072 and no shares at a redemption value of $10.00 per share at December 31, 2021 and 2020, respectively	309,450,720
Shareholders' (Deficit) Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0	24,137
Accumulated deficit	(18,905,470)	(5,000)
Total Shareholders' (Deficit) Equity	(18,904,696)	20,000
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' (DEFICIT) EQUITY	310,700,860	71,546
Class A ordinary shares
Current liabilities
Class A ordinary shares subject to possible redemption; 30,945,072 and no shares at a redemption value of $10.00 per share at December 31, 2021 and 2020, respectively	309,450,720
Shareholders' (Deficit) Equity
Common stock value	0
Class B ordinary shares
Shareholders' (Deficit) Equity
Common stock value	$ 774	$ 863

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Class A ordinary shares
Ordinary shares subject to possible redemption	30,945,072	0
Ordinary shares subject to possible redemption par value	$ 10.00	$ 10.00
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Class B ordinary shares
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	7,736,268	8,625,000
Common stock shares outstanding	7,736,268	8,625,000

Statements of Operations - USD ($)		12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Operating and formation costs	$ 5,000	$ 2,312,931
Loss from operations	(5,000)	(2,312,931)
Other income (loss):
Change in fair value of warrant liabilities	0	7,977,190
Transaction costs allocable to warrant liabilities	0	(586,339)
Total other income, net	0	7,390,851
Net income (loss)	(5,000)	5,077,920
Common Class A [Member]
Other income (loss):
Net income (loss)	$ 0	$ 3,907,301
Weighted Average Number of Ordinary Shares Outstanding	0	25,686,060
Basic and diluted net income (loss) per share	$ 0	$ 0.15
Common Class B [Member]
Other income (loss):
Weighted Average Number of Ordinary Shares Outstanding	7,500,000	7,695,487
Basic and diluted net income (loss) per share	$ 0	$ 0.15

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock [Member] Class B ordinary shares	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 21, 2020	$ 0	$ 0	$ 0	$ 0
Beginning balance, shares at Dec. 21, 2020		0
Issuance of Class B ordinary shares to sponsor	25,000	$ 863	24,137
Issuance of Class B ordinary shares to sponsor, Shares		8,625,000
Accretion for Class A ordinary shares to redemption amount	0
Net income (loss)	(5,000)			(5,000)
Ending balance at Dec. 31, 2020	20,000	$ 863		(5,000)
Ending balance, shares at Dec. 31, 2020		8,625,000
Cash Paid in excess of fair value for private warrants	3,133,522		3,133,522
Forfeiture of Founder Shares		$ (89)	89
Forfeiture of Founder Shares, Shares		(888,732)
Accretion for Class A ordinary shares to redemption amount	27,136,138		3,157,748	23,978,390
Net income (loss)	5,077,920			5,077,920
Ending balance at Dec. 31, 2021	$ (18,904,696)	$ 774		$ (18,905,470)
Ending balance, shares at Dec. 31, 2021		7,736,268

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Statements of Cash Flows - USD ($)		12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (5,000)	$ 5,077,920
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation cost paid by sponsor in exchange for issuance of founder shares	5,000	0
Change in fair value of warrant liabilities	0	(7,977,190)
Transaction costs allocated to warrant liabilities	0	586,339
Changes in operating assets and liabilities:
Prepaid expenses	0	(361,866)
Accrued expenses	0	1,024,627
Net cash used in operating activities	0	(1,650,170)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(309,450,720)
Net cash used in investing activities	0	(309,450,720)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	303,261,706
Proceeds from sale of Private Placement Warrants	0	9,189,015
Repayment of promissory note – related party	0	(171,357)
Payment of offering costs	0	(317,000)
Net cash provided by financing activities	0	311,962,364
Net Change in Cash	0	861,474
Cash – Beginning of period
Cash – End of period		861,474
Non-Cash investing and financing activities:
Offering costs paid through promissory note	13,641	130,916
Payment of prepaid expenses through promissory note	0	26,800
Deferred underwriting fee payable	0	10,830,775
Accretion for Class A ordinary shares subject to possible redemption	0	27,136,138
Offering costs included in accrued offering costs	37,905	0
Offering costs paid by sponsor in exchange for issuance of founder shares	$ 20,000	$ 0

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Business Description And Basis Of Presentation [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed 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 is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the investment held in the Trust Account (as defined below), along with income or loss from the change in fair value of the warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC sponsor , LLC (the “ sponsor ”), generating gross proceeds of $9,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act , with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $309,450,720. Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them 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 a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24 months from the closing of our Initial Public Offering. The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the s ponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the s ponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2021, the Company had $861,474 in its operating bank account and working capital of $225,513. In addition, in order to finance transaction costs in connection with a Business Combination, the s ponsor or an affiliate of the s ponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 4, 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 liquidity condition and 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. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.

Investment Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations.

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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.

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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	309,450,720
Less:
Proceeds allocated to Public Warrants	$	(10,211,874	)
Class A ordinary shares issuance costs	$	(16,924,264	)
Plus:
Accretion of carrying value to redemption value	$	27,136,138

Class A ordinary shares subject to possible redemption	$	309,450,720

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in

ASC815-40

under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the

two-class

method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year ended December 31, 2021 Class A		For the Period December 22, 2020 through December 31, 2020 Class A
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	3,907,301	$	—
Denominator:
Basic weighted average ordinary shares outstanding		25,686,060		—
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator :
Allocation of net income, as adjuste d	$	3,902,543	$	—
Denominator:
Diluted weighted average ordinary shares outstanding		25,686,060		—
Diluted net income per ordinary shar e	$	0.15	$	—


	For the Year ended December 31, 2021 Class B		For the Period December 22, 2020 through December 31, 2020 Class B
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,170,619	$	(5,000	)
Denominator:
Basic weighted average ordinary shares outstanding		7,695,487		7,500,000
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,175,386	$	(5,000	)
Denominator:
Diluted weighted average ordinary shares outstanding		7,736,268		7,500,000
Diluted net income per ordinary share	$	0.15	$	—

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 Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).

Recently Accounting Standards

In August 2020, the FASB issued ASU No.

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):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU

2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, 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 recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the s ponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The s ponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the s ponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the s ponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. Historical information has been retroactively restated. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the s ponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the s ponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021. The s ponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the s ponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2021, the total expense for administrative services was $100,000, and $100,000 is included in accrued expenses on the balance sheet as of December 31, 2021. Promissory Note — Related Party On December 29, 2020, the s ponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the s ponsor or an affiliate of the s ponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, there were no working capital loans outstanding.

Commitments	12 Months Ended
Commitments	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate 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. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Registration Rights Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. 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 Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity	12 Months Ended
Shareholders' Equity	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 there were 30,945,072 shares of Class A ordinary shares subject to possible redemption, which are presented as temporary equity. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 7,736,268 and 8,625,000 shares of Class B ordinary shares issued and outstanding, respectively. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the s ponsor or its affiliates upon conversion of loans made to the Company).

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants Liabilities

12 Months Ended

Dec. 31, 2021

Warrants Liabilities [Abstract]

Warrants Liabilities

NOTE 8. WARRANT LIABILITIES

As of December 31, 2021, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering

(b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable 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 is available.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):

•

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 to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the

30-trading

day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

In addition, if (x) the Company issue 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the

ponsor or its affiliates, without taking into account any Founder Shares held by the

ponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of December 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in a checking account held by Continental Stock Transfer and Trust Company. At December 31, 2020 there were no assets held in the Trust Account. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2021
Liabilities:
Warrant Liabilities – Public Warrants		1	$	5,207,024
Warrant Liabilities – Private Placement Warrants		2	$	3,092,410

The Warrants were accounted for as liabilities in accordance with

ASC815-40

and are presented within warrant liabilities on our accompanying December 31, 2021 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DHCAW. The subsequent measurement of the Private Placement Warrants was calculated using a Monte Carlo Simulation which is considered a Level 3 measurement.

The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows:


Input	March 4, 2021 (Initial)
Risk-free interest rate		0.08	%
Expected Term (Years)		5.0
Expected volatility		25	%
Exercise price	$	11.50
Unit Price	$	9.67

Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	–		$	–		$	–
Initial measurement on March 4, 2021 (IPO)		5,940,000			9,900,000			15,840,000
Initial measurement on March 5, 2021 (Over allotment)		124,750			311,874			436,624
Change in fair value		(1,776,543	)		309,450			(1,467,093	)
Transfer to Level 1		–			(10,521,324	) )		(10,521,324	)
Transfer to Level 2		(4,288,207	)		–			(4,288,207	)

Fair value as of December 31, 2021	$	–		$	–		$	–

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants tran

ferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was

$10,521,324

. There were transfers of $4,288,207 from Level 3 to Level 2 during the year ended December 31, 2021.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investment Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company.

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	309,450,720
Less:
Proceeds allocated to Public Warrants	$	(10,211,874	)
Class A ordinary shares issuance costs	$	(16,924,264	)
Plus:
Accretion of carrying value to redemption value	$	27,136,138

Class A ordinary shares subject to possible redemption	$	309,450,720

Warrant Liabilities

ASC815-40

re-measurement

Income Taxes

Net Income (Loss) Per Common Share

Net Income (Loss) Per Ordinary Share

two-class

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year ended December 31, 2021 Class A		For the Period December 22, 2020 through December 31, 2020 Class A
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	3,907,301	$	—
Denominator:
Basic weighted average ordinary shares outstanding		25,686,060		—
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator :
Allocation of net income, as adjuste d	$	3,902,543	$	—
Denominator:
Diluted weighted average ordinary shares outstanding		25,686,060		—
Diluted net income per ordinary shar e	$	0.15	$	—


	For the Year ended December 31, 2021 Class B		For the Period December 22, 2020 through December 31, 2020 Class B
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,170,619	$	(5,000	)
Denominator:
Basic weighted average ordinary shares outstanding		7,695,487		7,500,000
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,175,386	$	(5,000	)
Denominator:
Diluted weighted average ordinary shares outstanding		7,736,268		7,500,000
Diluted net income per ordinary share	$	0.15	$	—

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Accounting Standards

In August 2020, the FASB issued ASU No.

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):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Basic and Diluted Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year ended December 31, 2021 Class A		For the Period December 22, 2020 through December 31, 2020 Class A
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	3,907,301	$	—
Denominator:
Basic weighted average ordinary shares outstanding		25,686,060		—
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator :
Allocation of net income, as adjuste d	$	3,902,543	$	—
Denominator:
Diluted weighted average ordinary shares outstanding		25,686,060		—
Diluted net income per ordinary shar e	$	0.15	$	—

Schedule of Calculation of Earnings Per Share Basic and Diluted Separately By Using Two Class Method


	For the Year ended December 31, 2021 Class B		For the Period December 22, 2020 through December 31, 2020 Class B
Basic net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,170,619	$	(5,000	)
Denominator:
Basic weighted average ordinary shares outstanding		7,695,487		7,500,000
Basic net income per ordinary share	$	0.15	$	—
Diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	1,175,386	$	(5,000	)
Denominator:
Diluted weighted average ordinary shares outstanding		7,736,268		7,500,000
Diluted net income per ordinary share	$	0.15	$	—

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis


Description	Level		December 31, 2021
Liabilities:
Warrant Liabilities – Public Warrants		1	$	5,207,024
Warrant Liabilities – Private Placement Warrants		2	$	3,092,410

Summary of Fair Value Measurements Inputs

The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows:


Input	March 4, 2021 (Initial)
Risk-free interest rate		0.08	%
Expected Term (Years)		5.0
Expected volatility		25	%
Exercise price	$	11.50
Unit Price	$	9.67

Summary of Change in the Fair Value of Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	–		$	–		$	–
Initial measurement on March 4, 2021 (IPO)		5,940,000			9,900,000			15,840,000
Initial measurement on March 5, 2021 (Over allotment)		124,750			311,874			436,624
Change in fair value		(1,776,543	)		309,450			(1,467,093	)
Transfer to Level 1		–			(10,521,324	) )		(10,521,324	)
Transfer to Level 2		(4,288,207	)		–			(4,288,207	)

Fair value as of December 31, 2021	$	–		$	–		$	–

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)				12 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Dec. 31, 2020	Dec. 31, 2021
Stock issued during period, value		$ 300,000,000
Proceeds from issuance of warrants			$ 0	$ 9,189,015
Payment to acquire restricted investments				9,450,720
Assets held in the trust account			0	309,450,720
Transaction cost				17,501,346
Deferred underwriting fee payable				10,830,775
Other offering costs payable				$ 481,557
Percentage of asset held in trust account				80.00%
Number of days related to payment to acquire restricted investment				2 days
Net tangible assets required for consummation of business combination				$ 5,000,001
Number of months determining public shares redemption				24 months
Number of months related to consummation of business combination				24 months
Number of days for consummation of business combination				10 days
Dissolution expenses				$ 100,000
Cash underwriting fess Net of reimbursement		6,189,014
Cash				861,474
Working Capital				$ 225,513
Promissory note – related party			13,641
Definitive Agreement of Initial Business Combination [Member]
Business combination, percentage of voting interest acquired				50.00%
Common Stock [Member]
Temporary equity redemption price per share				$ 10.00
Restricted percentage of redemption				15.00%
Percentage of redemption				100.00%
Share price				$ 10.00
Maximum [Member]
U.S. government securities, maturity terms				185 days
Minimum [Member]
U.S. government securities, maturity terms				0 days
Sponsor [Member]
Share price				$ 12.00
Sponsor [Member] \| Working Capital Loan [Member]
Promissory note – related party			$ 0	$ 0
Common Class A [Member] \| Private Placement Warrants [Member]
Share price				$ 18.00
IPO [Member]
Proceeds from issuance of warrants				$ 10,211,874
Share price				$ 10.00
IPO [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or rights issued during period				6,000,000
Class of warrant or rights issued during period, price per warrant or right				$ 1.50
Proceeds from issuance of warrants				$ 9,000,000
Proceeds from sale of equity		$ 300,000,000
Proceeds from sale of equity, per unit		$ 10.00
IPO [Member] \| Common Class A [Member]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00
Stock issued during period		30,000,000
Over-Allotment Option [Member]
Stock issued during period shares new issues	945,072			4,500,000
Stock issued during period	945,072			4,500,000
Over-Allotment Option [Member] \| Underwriters [Member] \| Partial Exercise Of Over Allotment Option [Member]
Stock issued during period shares new issues	945,072
Stock issued during period, value	$ 9,450,720
Class of warrant or rights issued during period	126,010
Class of warrant or rights issued during period, price per warrant or right	$ 1.50
Proceeds from issuance of warrants	$ 189,015
Stock issued during period	945,072
Over-Allotment Option [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or rights issued during period	126,010
Over-Allotment Option [Member] \| Common Class A [Member]
Stock issued during period shares new issues	945,072	30,000,000
Shares issue price		$ 10.00
Stock issued during period, value	$ 9,450,720
Stock issued during period	945,072	30,000,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Future confirming events		one or more future confirming events
Cash equivalents, Carrying value	$ 0	$ 0
Unrecognized tax benefits	0	0
Unrecognized tax benefits, Amounts accrued for interest and penalties	0	0
Income tax expenses benefit	$ 0	0
FDIC, Insured amount		$ 250,000
Term of short term investments		3 months
Weighted average number diluted shares outstanding adjustment	0	0
Class A ordinary shares
Temporary equity shares outstanding	0	30,945,072
Number of Common stock into which the class of warrant or right be converted		16,441,034
Maximum [Member]
Term of short term investments		9 months

Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($)		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Less:
Proceeds allocated to Public Warrants	$ 0	$ (9,189,015)
Plus:
Accretion of carrying value to redemption value	$ 0	27,136,138
Class A Ordinary Shares Subject to Possible Redemption		309,450,720
Common Class A [Member]
Less:
Class A ordinary shares issuance costs		(16,924,264)
Plus:
Accretion of carrying value to redemption value		27,136,138
Class A Ordinary Shares Subject to Possible Redemption		309,450,720
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds		309,450,720
Less:
Proceeds allocated to Public Warrants		$ (10,211,874)

Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) Per Ordinary Share (Detail) - USD ($)		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Allocation of net loss, as adjusted	$ (5,000)	$ 5,077,920
Common Class A [Member]
Numerator:
Allocation of net loss, as adjusted	$ 0	$ 3,907,301
Denominator:
Basic and diluted Weighted average shares outstanding	0	25,686,060
Basic and diluted net loss per share ordinary share	$ 0	$ 0.15

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies - Schedule of Calculation of Earnings Per Share Basic and Diluted Separately By Using Two Class Method (Detail) - USD ($)		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Common Class A [Member]
Numerator:
Allocation of net income, as adjusted	$ 0	$ 3,902,543
Denominator:
Diluted weighted average ordinary shares outstanding	0	25,686,060
Diluted net income per ordinary share	$ 0	$ 0.15
Common Class B [Member]
Basic net income per ordinary share
Allocation of net income, as adjusted	$ (5,000)	$ 1,170,619
Denominator:
Basic weighted average ordinary shares outstanding	7,500,000	7,695,487
Basic net income per ordinary share	$ 0	$ 0.15
Numerator:
Allocation of net income, as adjusted	$ (5,000)	$ 1,175,386
Denominator:
Diluted weighted average ordinary shares outstanding	7,500,000	7,736,268
Diluted net income per ordinary share	$ 0	$ 0.15

Initial Public Offering - Additional Information (Detail) - USD ($)			12 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Dec. 31, 2021
Public Offering [Line Items]
Stock issued during period value new issues		$ 300,000,000
Over-Allotment Option [Member]
Public Offering [Line Items]
Stock issued during period shares new issues	945,072		4,500,000
Common Class A [Member] \| Public Warrants [Member]
Public Offering [Line Items]
Common stock, conversion basis		Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).
Common Class A [Member] \| IPO [Member]
Public Offering [Line Items]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00
Warrants exercise price per share		$ 11.50
Common Class A [Member] \| Over-Allotment Option [Member]
Public Offering [Line Items]
Stock issued during period shares new issues	945,072	30,000,000
Shares issue price		$ 10.00
Stock issued during period value new issues	$ 9,450,720

Private Placement - Additional Information (Detail) - USD ($)			12 Months Ended
	Mar. 05, 2021	Dec. 31, 2020	Dec. 31, 2021
Proceeds from issuance of warrants		$ 0	$ 9,189,015
Private Placement Warrants [Member]
Class of warrants or rights, number of securities called by each warrant or rights			1
Class of warrants or rights, exercise price			$ 11.50
IPO [Member]
Proceeds from issuance of warrants			$ 10,211,874
IPO [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or rights issued during period			6,000,000
Class of warrant or rights issued during period, price per warrant or right			$ 1.50
Proceeds from issuance of warrants			$ 9,000,000
Over-Allotment Option [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or rights issued during period	126,010
Class of warrants or rights subscribed but not issued			600,000
Class of warrants or rights subscribed but not issued value			$ 900,000
Proceeds from derivative instrument, financing activities	$ 189,015

Related Party Transactions - Additional Information (Detail) - USD ($)				1 Months Ended	12 Months Ended
	Mar. 04, 2021	Mar. 01, 2021	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 29, 2020
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services			$ 25,000
Due to related parties current			13,641	$ 13,641
Sponsor [Member]
Related Party Transaction [Line Items]
Share price					$ 12.00
Notice period to redeem shares					150 days
Sponsor [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Due to related parties current			$ 0	$ 0	$ 0
Debt instrument convertible into warrants					$ 1,500,000
Debt instrument conversion price					$ 1.50
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount						$ 300,000
Due to related parties current						$ 171,357
Sponsor [Member] \| Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction					$ 10,000
Related party transaction. administrative expense					$ 100,000
Sponsor [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Share transfer restriction, threshold trading days					30 days
Sponsor [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days for share price determination					20 days
Class B ordinary shares
Related Party Transaction [Line Items]
Common stock shares outstanding			8,625,000	8,625,000	7,736,268
Class B ordinary shares \| Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services				$ 25,000
Stock issued during period, shares, issued for services				7,187,500
Stock issued during period		1,437,500
Ordinary shares subject to possible redemption					1,125,000
Percentage of shares issued and outstanding					20.00%
Shares issued, shares, share-based payment arrangement, forfeited	888,732

Commitments - Additional Information (Detail) - USD ($)		12 Months Ended
Commitments - Additional Information (Detail) - USD ($)	Mar. 05, 2021	Dec. 31, 2021
Number of days after the completion of the business combination		30 days
Deferred underwriting fee payable, per unit		$ 0.35
Deferred underwriting fee payable		$ 10,830,775
Stock repurchased and retired during period, shares	3,554,928
Over-Allotment Option [Member]
Option vesting period		45 days
Stock issued during period	945,072	4,500,000

Shareholders' Equity - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Stock [Member]
Class of Stock [Line Items]
Percentage of sum of ordinary shares issued and outstanding	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	500,000,000	500,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Temporary equity shares outstanding	30,945,072	0
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	50,000,000	50,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one
Common stock shares issued	7,736,268	8,625,000
Common stock shares outstanding	7,736,268	8,625,000
Common stock, conversion basis	a one-for-one

Warrant Liabilities - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of days after consummation of business combination within which registration shall be made with securities exchange commission	20 days
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective	60 days
Common Class A [Member]
Common stock shares lock in period	30 days
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Proceeds to be used for business combination as a percentage of total equity proceeds	60.00%
Sale of stock issue price per share	$ 9.20
Number of trading days for determining volume weighted average trading price of the ordinary shares	20 days
Volume Weighted Average Trading Price Of Shares	$ 9.20
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member] \| Warrant Exercise Price One [Member]
Class of warrants or rights, Exercise price as a percentage of newly issued price	115.00%
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member] \| Warrant Exercise Price Two [Member]
Class of warrants or rights, Exercise price as a percentage of newly issued price	180.00%
Share Price $10 [Member] \| Common Class A [Member] \| Share Redemption Triger Price [Member]
Share price	$ 10.00
Public Warrants [Member]
Class of warrants or rights, outstanding	10,315,024	0
Class of warrants or rights period after which the warrants or rights are exercisable	1 year
Class of warrant or right days from which warrants or rights exercisable	30 days
Warrants or rights outstanding, term	5 years
Public Warrants [Member] \| Common Class A [Member] \| Redemption Trigger Price One [Member]
Share price	$ 18.00
Class of warrants or rights, redemption price per warrant or right	$ 0.01
Class of warrants or rights, notice of redemption period	30 days
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days
Period during which the registered propsectus shall be available for warrant redemption	30 days
Public Warrants [Member] \| Common Class A [Member] \| Redemption Trigger Price Two [Member]
Share price	$ 10.00
Class of warrants or rights, redemption price per warrant or right	$ 0.10
Class of warrants or rights, notice of redemption period	30 days
Number of consecutive trading days for determining the closing price of shares	30 days
Private Placement Warrants [Member]
Class of warrants or rights, outstanding	6,126,010	0
Class of warrants or rights lock in period	30 days
Private Placement Warrants [Member] \| Common Class A [Member]
Share price	$ 18.00
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days

Fair Value Measurements - Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - Warrant [Member]	Dec. 31, 2021 USD ($)
Public Warrants [Member] \| Level 1 [Member]
Liabilities:
Warrant Liability	$ 5,207,024
Private Placement Warrants [Member] \| Level 2 [Member]
Liabilities:
Warrant Liability	$ 3,092,410

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Public Warrants And Private Placement Warrants [Member] - Level 3 [Member] - Initial Measurement and Over Allotment [Member]	Mar. 04, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	0.08%
Expected Term (Years)	5 years
Expected volatility	25.00%
Exercise price	$ 11.50
Unit Price	$ 9.67

Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value	$ 0
Change in fair value	(1,776,543)
Transfer to Level 2	(4,288,207)
Fair value	0
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value	0
Change in fair value	309,450
Transfer to Level 1	(10,521,324)
Fair value	0
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value	0
Change in fair value	(1,467,093)
Transfer to Level 1	(10,521,324)
Transfer to Level 2	(4,288,207)
Fair value	0
IPO [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	5,940,000
IPO [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	9,900,000
IPO [Member] \| Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	15,840,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	124,750
Over-Allotment Option [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	311,874
Over-Allotment Option [Member] \| Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	$ 436,624

Fair Value Measurements - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets held in the trust account	$ 309,450,720	$ 0
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3	4,288,207
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3	$ 10,521,324