Thrive Acquisition (THAC) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	8 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	Thrive Acquisition Corp
Trading Symbol	THAC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001863685
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40939
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1601854
Entity Address, Address Line One	275 Grove Street
Entity Address, Address Line Two	Suite 2-400
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02466
City Area Code	(617)
Local Phone Number	663-5988
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	668
Auditor Name	Marcum LLP
Auditor Location	Costa Mesa, CA
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		17,250,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,312,500

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current assets
Cash	$ 504,606
Prepaid expenses - current	723,224
Total Current Assets	1,227,830
Treasury securities held in trust account	175,962,514
Prepaid expenses - noncurrent	218,537
Total Assets	177,408,881
Current liabilities
Accounts payable and accrued expenses	218,779
Accrued offering costs	25,958
Total Current Liabilities	244,737
Warrant liability	8,914,975
Deferred underwriters fee payable	6,037,500
Total Liabilities	15,197,212
Commitments and Contingencies (Note 7)
Temporary Equity
Class A ordinary shares, $0.0001 par value; 500,000,000 share authorized; 17,250,000 shares issued and outstanding subject to redemption at redemption value of $10.20 per share	175,950,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,250,000 shares subject to redemption)
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding	431
Additional paid-in capital
Accumulated deficit	(13,738,762)
Total Shareholders’ Deficit	(13,738,331)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$ 177,408,881

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2021$ / sharesshares
Class A ordinary shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Class A ordinary shares, share authorized	500,000,000
Class A ordinary shares, shares issued	17,250,000
Class A ordinary shares, shares outstanding	17,250,000
Class A ordinary shares, subject to redemption at redemption value per share (in Dollars per share) \| $ / shares	$ 10.2
Preference shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	4,312,500
Ordinary shares, shares outstanding	4,312,500

Statement of Operations

Statement of Operations	8 Months Ended
Statement of Operations	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 4,412,949
Loss from operations	(4,412,949)
Other income:
Change in fair value of warrant liability	7,197,025
Unrealized gain on treasury securities held in Trust Account	12,514
Other expense, net	7,209,539
Net income	$ 2,796,590
Class A Ordinary Shares
Other income:
Basic and diluted weighted average shares outstanding (in Shares) \| shares	4,729,839
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.28
Class B Ordinary Shares
Other income:
Basic and diluted weighted average shares outstanding (in Shares) \| shares	5,181,956
Basic and diluted net income per share (in Dollars per share) \| $ / shares	$ 0.28

Statement of Changes in Shareho

Statement of Changes in Shareholders’ Equity - 8 months ended Dec. 31, 2021 - USD ($)	Class ACommon Stock Subject to Possible Redemption	Class BCommon Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Apr. 26, 2021
Balance (in Shares) at Apr. 26, 2021
Issuance of Class B ordinary shares to Sponsor		$ 575	24,425		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		5,750,000
Forfeiture of founder shares		$ (144)	144
Forfeiture of founder shares (in Shares)		(1,437,500)
Issuance of Class A ordinary shares, net of transaction costs	$ 149,377,606
Issuance of Class A ordinary shares, net of transaction costs (in Shares)	17,250,000
Deemed capital contribution from sale of private placement warrants			826,000		826,000
Transfer of founder shares to independent directors				2,851,259	2,851,259
Excess fair value of anchor investor purchase			5,744,485	590,729	6,335,214
Accretion of Class A ordinary shares to redemption value	$ 26,572,394		(6,595,054)	(19,977,340)	(26,572,394)
Net income				2,796,590	2,796,590
Balance at Dec. 31, 2021	$ 175,950,000	$ 431		$ (13,738,762)	$ (13,738,331)
Balance (in Shares) at Dec. 31, 2021	17,250,000	4,312,500

Statement of Cash Flows

Statement of Cash Flows	8 Months Ended
Statement of Cash Flows	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,796,590
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on treasury securities held in Trust Account	(12,514)
Allocation of deferred offering cost for warrant liability	1,073,648
Compensation expense	2,851,259
Change in change in fair value of warrant liability	(7,197,025)
Changes in operating assets and liabilities:
Prepaid expenses	(941,761)
Accounts payable and accrued expenses	218,779
Accrued offering costs	25,958
Net cash used in operating activities	(1,185,066)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(175,950,000)
Net cash used in investing activities	(175,950,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to the Sponsor	25,000
Proceeds from sale of Units	172,500,000
Payment of underwriting fee	(3,450,000)
Proceeds from sale of Private Warrants	9,150,000
Proceeds from promissory note – related party	246,366
Repayment of promissory note – related party	(246,366)
Deferred offering costs	(585,328)
Net cash provided by financing activities	177,639,672
Net Change in Cash	504,606
Cash – Beginning
Cash – Ending	504,606
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	149,377,606
Accretion of Class A ordinary shares subject to possible redemption	26,572,394
Initial measurement of public warrants and private placement warrants	16,112,000
Deferred underwriting fee payable	$ 6,037,500

Description of Organization and

Description of Organization and Business Operations	8 Months Ended
Description of Organization and Business Operations	Dec. 31, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Thrive Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 27, 2021. 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 that the Company has not yet identified (the “Initial 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. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 27, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2021. On October 25, 2021 the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary share included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate 9,150,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, GR Sleep LLC and Charles Urbain, generating gross proceeds of $9,150,000, which is described in Note 5. Transaction costs amounted to $16,408,042, consisting of $3,450,000 of underwriting discounts and commissions, $6,037,500 of deferred underwriting fees, $585,328 of other offering costs, and $6,335,214 excess fair value of anchor investor shares. Following the closing of the Initial Public Offering on October 25, 2021, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”), 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 of 1940, as amended (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 certain 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. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together 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 income earned on the Trust Account) at the time of the agreement to enter the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company will provide the holders of the 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 the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange 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 (the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange 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 and each member of the Company’s management team, directors and special advisor have agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering 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 the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with its Initial Business Combination pursuant to the tender offer rules, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent. The Sponsor and each member of the Company’s management team, directors and special advisor have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the Initial Business Combination and (ii) a shareholder vote to approve an amendment to the Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period. The Company will have until January 25, 2023 to complete a Business Combination (or April 25, 2023 if the Company extends the time to complete a business combination so long as the Sponsor or its affiliates or designees deposits into the Trust Account an additional $0.10 per unit) (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 no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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, dissolve and liquidate, 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. 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 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 amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Proposed 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $504,606 in cash and working capital of $983,093. The Company’s liquidity needs through December 31, 2021 and prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares, and loan proceeds from the Sponsor of $300,000 under the Note (Note 6). The Company repaid the Note in full on October 25, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 pandemic on the industry 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 condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Revision of Previously Issued F

Revision of Previously Issued Financial Statement	8 Months Ended
Revision of Previously Issued Financial Statement	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT	NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT In connection with the preparation of the Company’s financial statement filed in its Form 8-K filing as of October 25, 2021, the Company identified an error made in the Company’s historical financial statement where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption be valued at the issuance price, or $10.00 per share. However, the Trust Account was overfunded by 102%, representing an amount in the Trust Account equal to $10.20 per Class A ordinary share issued in the Initial Public Offering. Upon a redemption, public shareholders can redeem their Class A ordinary shares at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares. As the Company accounts for Class A ordinary shares subject to possible redemption at redemption value, the redemption value should be equal to the amount investors can redeem ($10.20 per share), not the amount the shares were issued for ($10.00 per share). As a result, the Company has noted an error in accounting estimate that requires a revision to the previously issued financial statement as of October 25, 2021. The adjustment resulted in a change to the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital, which is reflected in the change to accumulated deficit after the Class A ordinary shares subject to redemption are accreted to redemption value. The impact of the revision on the Company’s financial statement is reflected in the following table: As Previously Balance Sheet as of October 25, 2021 (audited) Reported in Adjustment As Revised Class A common stock subject to possible redemption $ 172,500,000 $ 3,450,000 $ 175,950,000 Accumulated deficit $ (17,065,443 ) $ (3,450,000 ) $ (20,515,874 )

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 an emerging growth 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 statements 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The amount held in the Trust Account is comprised of investments in U.S. Treasury Bills. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 25, 2021, offering costs totaling $16,408,042 (consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $6,335,214 excess fair value of Founder Shares and $585,328 of actual offering costs, with $1,073,648 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $15,334,394 included in additional paid-in capital. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial as of December 31, 2021. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 25, 2021, the Company recorded an accretion of $26,568,841, $6,595,054 of which was recorded in additional paid-in capital and $19,973,787 was recorded in accumulated deficit. Class A ordinary shares subject to possible redemption is calculated as follows: Gross proceeds from initial public offering $ 172,500,000 Less: Proceeds from public warrants (7,788,000 ) Transactions costs from initial public offering (15,334,394 ) Plus: Remeasurement of Class A ordinary shares to redemption value 26,572,394 Class A ordinary shares subject to redemption, at redemption value (as revised) $ 175,950,000 Net Income (Loss) Per Ordinary Share Net loss (loss) per ordinary share is computed by dividing net (income) loss by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 9,150,000 Private Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings (loss) per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net earnings (loss) per share is calculated by dividing the net loss by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2021, 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 loss per ordinary share (in dollars, except per share amounts): For the Period from Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 1,334,513 Net income attributable to Class A ordinary shares subject to possible redemption $ 1,334,513 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,729,839 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.28 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 1,462,077 Non-redeemable net income $ 1,462,077 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,181,956 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.28 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account 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,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent 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 other 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

Initial Public Offering	8 Months Ended
Initial Public Offering	Dec. 31, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant of the Company (“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 8).

Private Placement

Private Placement	8 Months Ended
Private Placement	Dec. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, GR Sleep LLC and Charles Urbain purchased an aggregate of 9,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (including 900,000 Private Placement Warrants purchased in connection with the exercise of the underwriters’ over-allotment option) from the Company in a private placement that occurred simultaneously with the closing of the Initial Public Offering. 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 8). The proceeds from the sale of the Private Placement Warrants were added to the net 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 held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	8 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On May 5, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares for an aggregate price of $25,000. Between May 2021 and September 2021, the Sponsor transferred to the Company’s executive officers, independent directors, and special advisor an aggregate of 437,520 Founder Shares at a price of $0.004 per share. In September 2021, the Sponsor transferred 798,650 Founder Shares to GR Sleep LLC (an entity controlled by Peter Graham) at a price of $0.004 per share. The Sponsor and Charles Urbain subsequently surrendered to the Company an aggregate of 1,437,500 shares for no additional consideration resulting in a decrease in the total number of Founder Shares outstanding to 4,312,500. As a result of the underwriters’ election to fully exercise their over-allotment option a total of 562,500 Founder Shares are no longer subject to forfeiture. The Sponsor, other directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares (including any Class A ordinary shares issuable upon conversion thereof) until the earliest of (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of an Initial Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a total of $1,000 per month for office space, secretarial, and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On May 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) January 5, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note was subsequently repaid on October 26, 2021. As of December 31, 2021, there were no borrowings outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 20, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of its securities held by them. 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. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Following the closing of the Initial Public Offering, underwriters are entitled to a deferred fee of $0.35 per Unit, or $6,037,500 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_ Deficit

Shareholders’ Deficit	8 Months Ended
Shareholders’ Deficit	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 8 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an Initial 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 offered in the Initial Public Offering and related to the closing of an Initial 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 outstanding Class B ordinary shares agree to waive such 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, on an as-converted basis, 20% of the sum of the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with an Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination). Warrants The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the 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 an Initial 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 if 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 it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of an Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (subject to certain adjustments) for any 20 trading days within a 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $10.00 ● 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 based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share; and ● if the Reference Value 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, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” described above 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 described above. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares). 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 in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	8 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2021, the Company’s warrant liability was valued at $8,914,975. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from April 27, 2021 (inception) through December 31, 2021: Public Private Total Derivative warrant liabilities at April 27, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 7,788,000 8,324,000 16,112,000 Change in fair value (3,491,025 ) (3,706,000 ) (7,197,025 ) Transfer of public warrants to Level 1 measurement (4,296,975 ) - (4,296,975 ) Level 3 derivative warrant liabilities as of December 31, 2021 $ - $ 4,618,000 $ 4,618,000 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. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 175,962,514 $ - $ - Liabilities Public Warrants $ 4,296,975 $ - $ - Private Placement Warrants $ - $ - $ 4,618,000 The following table presents the changes in the fair value of derivative warrant liabilities from April 20, 2021 (inception) through December 31, 2021: Public Private Total Derivative Derivative warrant liabilities as of April 27, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 7,788,000 8,324,000 16,112,000 Change in fair value (3,491,025 ) (3,706,000 ) (7,197,025 ) Derivative warrant liabilities as of December 31, 2021 $ 4,296,975 $ 4,618,000 $ 8,914,975 Measurement The Company established the initial fair value for the warrants on October 25, 2021, the date of the consummation of the Company’s Initial Public Offering. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), Class A ordinary shares (permanent equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at October 25, 2021 and December 31, 2021: Private October 25, December 31, Input 2021 2021 Ordinary share price $ 9.5485 $ 9.8801 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.35 % 1.33 % Volatility 15.05 % 9.28 % Term 6.00 5.81 Value of one private warrant $ 0.90 $ 0.51 Dividend yield 0.00 % 0.00 %

Subsequent Events

Subsequent Events	8 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. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	8 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 an emerging growth 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 statements 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	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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The amount held in the Trust Account is comprised of investments in U.S. Treasury Bills. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized through net income.
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 25, 2021, offering costs totaling $16,408,042 (consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees, $6,335,214 excess fair value of Founder Shares and $585,328 of actual offering costs, with $1,073,648 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $15,334,394 included in additional paid-in capital.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial as of December 31, 2021.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 25, 2021, the Company recorded an accretion of $26,568,841, $6,595,054 of which was recorded in additional paid-in capital and $19,973,787 was recorded in accumulated deficit. Class A ordinary shares subject to possible redemption is calculated as follows: Gross proceeds from initial public offering $ 172,500,000 Less: Proceeds from public warrants (7,788,000 ) Transactions costs from initial public offering (15,334,394 ) Plus: Remeasurement of Class A ordinary shares to redemption value 26,572,394 Class A ordinary shares subject to redemption, at redemption value (as revised) $ 175,950,000
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share Net loss (loss) per ordinary share is computed by dividing net (income) loss by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 9,150,000 Private Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings (loss) per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net earnings (loss) per share is calculated by dividing the net loss by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2021, 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 loss per ordinary share (in dollars, except per share amounts):
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent 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 other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Revision of Previously Issued_2

Revision of Previously Issued Financial Statement (Tables)	8 Months Ended
Revision of Previously Issued Financial Statement (Tables)	Dec. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of financial statement	As Previously Balance Sheet as of October 25, 2021 (audited) Reported in Adjustment As Revised Class A common stock subject to possible redemption $ 172,500,000 $ 3,450,000 $ 175,950,000 Accumulated deficit $ (17,065,443 ) $ (3,450,000 ) $ (20,515,874 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	8 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of class A ordinary shares subject to possible redemption	Gross proceeds from initial public offering $ 172,500,000 Less: Proceeds from public warrants (7,788,000 ) Transactions costs from initial public offering (15,334,394 ) Plus: Remeasurement of Class A ordinary shares to redemption value 26,572,394 Class A ordinary shares subject to redemption, at redemption value (as revised) $ 175,950,000
Schedule of calculation of basic and diluted net loss per ordinary share	For the Period from Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 1,334,513 Net income attributable to Class A ordinary shares subject to possible redemption $ 1,334,513 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,729,839 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.28 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 1,462,077 Non-redeemable net income $ 1,462,077 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,181,956 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.28

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that were accounted for at fair value on a recurring basis	Public Private Total Derivative warrant liabilities at April 27, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 7,788,000 8,324,000 16,112,000 Change in fair value (3,491,025 ) (3,706,000 ) (7,197,025 ) Transfer of public warrants to Level 1 measurement (4,296,975 ) - (4,296,975 ) Level 3 derivative warrant liabilities as of December 31, 2021 $ - $ 4,618,000 $ 4,618,000 Public Private Total Derivative Derivative warrant liabilities as of April 27, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 7,788,000 8,324,000 16,112,000 Change in fair value (3,491,025 ) (3,706,000 ) (7,197,025 ) Derivative warrant liabilities as of December 31, 2021 $ 4,296,975 $ 4,618,000 $ 8,914,975
Schedule of assets and liabilities that were accounted for at fair value on a recurring basis	(Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 175,962,514 $ - $ - Liabilities Public Warrants $ 4,296,975 $ - $ - Private Placement Warrants $ - $ - $ 4,618,000
Schedule of key inputs into the lattice model and Monte Carlo simulation model formula	Private October 25, December 31, Input 2021 2021 Ordinary share price $ 9.5485 $ 9.8801 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.35 % 1.33 % Volatility 15.05 % 9.28 % Term 6.00 5.81 Value of one private warrant $ 0.90 $ 0.51 Dividend yield 0.00 % 0.00 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	8 Months Ended
	Oct. 25, 2021	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)		$ 10
Gross proceeds from issuance of warrants		$ 9,150,000
Transaction costs	$ 16,408,042
Underwriting discounts and commissions	3,450,000
Deferred underwriting fees	6,037,500
Other offering costs	$ 585,328
Excess fair value of anchor investor shares (in Shares)	6,335,214
Net proceeds issuance initial public offering	$ 175,950,000
Percentage of assets held in the trust account		80.00%
Net tangible assets		$ 5,000,001
Redemption of public shares, percentage		100.00%
Trust account price per share (in Dollars per share)		$ 0.1
Interest to pay dissolution expenses		$ 100,000
Public share price (in Dollars per share)		$ 10.2
Cash		$ 504,606
Working capital		983,093
Proceeds from Issuance of founder shares		25,000
Loan proceeds from Issuance of sponsor		$ 300,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)	$ 10.2
Deferred underwriting fees	$ 3,450,000
Net proceeds issuance initial public offering	$ 585,328
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)	2,250,000
Shares issued price per share (in Dollars per share)	$ 10	$ 10
Gross proceeds	$ 172,500,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)		9,150,000
Shares issued price per share (in Dollars per share)		$ 1
Public share price (in Dollars per share)	$ 9.5485	9.8801
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)		10.2
Class A Ordinary Shares [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)	17,250,000
Class A Ordinary Shares [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued price per share (in Dollars per share)		$ 11.5

Revision of Previously Issued_3

Revision of Previously Issued Financial Statement (Details)	Dec. 31, 2021$ / shares
Revision of Previously Issued Financial Statement (Details) [Line Items]
Issuance price per share	$ 10
Overfunded, percentage	102.00%
Per share	$ 10
Investors redeem per share	10.2
Class A Ordinary Share [Member]
Revision of Previously Issued Financial Statement (Details) [Line Items]
Per share	$ 10.2

Revision of Previously Issued_4

Revision of Previously Issued Financial Statement (Details) - Schedule of financial statement	Oct. 25, 2021USD ($)
As Previously Reported in the Original Filing [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 172,500,000
Accumulated deficit	(17,065,443)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	3,450,000
Accumulated deficit	(3,450,000)
As Revised [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption	175,950,000
Accumulated deficit	$ (20,515,874)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	8 Months Ended
	Oct. 25, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Underwriting fees	$ 6,037,500
Actual offering costs	175,950,000
Accumulated deficit	19,973,787	$ (13,738,762)
Additional paid-in capital	6,595,054
Accretion of additional paid-in capital	26,568,841
Federal depository insurance coverage		250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	16,408,042
Underwriting fees	3,450,000
Deferred underwriting fees	6,037,500
Fair value of founder shares	6,335,214
Actual offering costs	585,328
Additional paid-in capital	15,334,394
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accumulated deficit	1,073,648
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accumulated deficit	$ 1,073,648
Purchase an aggregate of warrent		$ 9,150,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($)	1 Months Ended	8 Months Ended
	Oct. 25, 2021	Dec. 31, 2021
Schedule of class A ordinary shares subject to possible redemption [Abstract]
Gross proceeds from initial public offering	$ 172,500,000	$ 172,500,000
Less:
Proceeds from public warrants	(7,788,000)
Transactions costs from initial public offering	(15,334,394)
Plus:
Remeasurement of Class A ordinary shares to redemption value	26,572,394
Class A ordinary shares subject to redemption, at redemption value (as revised)	$ 175,950,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per ordinary share	8 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A Ordinary Shares Subject To Possible Redemption [Member]
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per ordinary share [Line Items]
Net income \| $	$ 1,334,513
Net income attributable to Class A ordinary shares subject to possible redemption \| $	$ 1,334,513
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption \| shares	4,729,839
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption \| $ / shares	$ 0.28
Non-Redeemable Class B Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net loss per ordinary share [Line Items]
Net income \| $ / shares	$ 1,462,077
Non-redeemable net income \| $	$ 1,462,077
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares \| shares	5,181,956
Basic and diluted net income per share, non-redeemable Class B ordinary shares \| $ / shares	$ 0.28

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Dec. 31, 2021	Oct. 25, 2021
Initial Public Offering (Details) [Line Items]
Shares issued price per share	$ 10
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)	17,250,000
Shares issued price per share		$ 10.2
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, number of shares issued (in Shares)	2,250,000
Shares issued price per share	$ 10	$ 10
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Shares issued price per share	10.2
Ordinary shares, par value	0.0001
Class A Ordinary Shares [Member] \| Warrant [Member]
Initial Public Offering (Details) [Line Items]
Shares issued price per share	$ 11.5

Private Placement (Details)

Private Placement (Details) - $ / shares	1 Months Ended	8 Months Ended
Private Placement (Details) - $ / shares	Oct. 25, 2021	Dec. 31, 2021
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Sale of stock, number of shares issued		9,150,000
Shares issued price per share		$ 1
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Sale of stock, number of shares issued	2,250,000
Shares issued price per share	$ 10	$ 10
Shares issued		900,000
Class A Ordinary Shares [Member] \| Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Shares issued price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 05, 2021	Sep. 30, 2021	Dec. 31, 2021	May 31, 2021
Related Party Transactions (Details) [Line Items]
Founder shares, description		the Sponsor transferred 798,650 Founder Shares to GR Sleep LLC (an entity controlled by Peter Graham) at a price of $0.004 per share. The Sponsor and Charles Urbain subsequently surrendered to the Company an aggregate of 1,437,500 shares for no additional consideration resulting in a decrease in the total number of Founder Shares outstanding to 4,312,500. As a result of the underwriters’ election to fully exercise their over-allotment option a total of 562,500 Founder Shares are no longer subject to forfeiture.
Rental per month for office space, secretarial, and administrative support			$ 1,000
Principal amount				$ 300,000
Working capital loans			$ 1,500,000
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business combination price			$ 9.2
GR Sleep LLC, [Member]
Related Party Transactions (Details) [Line Items]
Founder shares, description	the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares for an aggregate price of $25,000. Between May 2021 and September 2021, the Sponsor transferred to the Company’s executive officers, independent directors, and special advisor an aggregate of 437,520 Founder Shares at a price of $0.004 per share.
Description of sponsor			The Sponsor, other directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares (including any Class A ordinary shares issuable upon conversion thereof) until the earliest of (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Warrant [Member] \| Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business combination price			$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details)	Dec. 31, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit \| $ / shares	$ 0.35
Deferred fee \| $	$ 6,037,500

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares	8 Months Ended
Shareholders’ Deficit (Details) - $ / shares	Dec. 31, 2021	Sep. 30, 2021
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares authorized	5,000,000
Preference shares, par value	$ 0.0001
Business Combination [Member]
Shareholders’ Deficit (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” described above 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 described above.
Business combination issue price	$ 9.2
Preference Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares authorized	5,000,000
Preference shares, par value	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000
Ordinary shares, par value	$ 0.0001
Ordinary shares, shares issued
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	4,312,500
Ordinary shares issued and outstanding converted basis percentage	20.00%
Exceeds $18.00 [Member]
Shareholders’ Deficit (Details) [Line Items]
Redemption of warrants, description	Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $18.00 — Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (subject to certain adjustments) for any 20 trading days within a 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders.
Exceeds $10.00 [Member]
Shareholders’ Deficit (Details) [Line Items]
Redemption of warrants, description	Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $10.00 — Once the Public Warrants become exercisable, the Company may redeem the Public 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 based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share; and ●if the Reference Value 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, as described above.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Warrant liability	$ 8,914,975

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis	8 Months Ended
	Dec. 31, 2021USD ($)
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	7,788,000
Change in fair value	(3,491,025)
Derivative warrant liabilities as of December 31, 2021	4,296,975
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	8,324,000
Change in fair value	(3,706,000)
Derivative warrant liabilities as of December 31, 2021	4,618,000
Warrant Liability [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	16,112,000
Change in fair value	(7,197,025)
Derivative warrant liabilities as of December 31, 2021	8,914,975
Level 3 [Member] \| Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	7,788,000
Change in fair value	(3,491,025)
Transfer of public warrants to Level 1 measurement	(4,296,975)
Derivative warrant liabilities as of December 31, 2021
Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	8,324,000
Change in fair value	(3,706,000)
Transfer of public warrants to Level 1 measurement
Derivative warrant liabilities as of December 31, 2021	4,618,000
Level 3 [Member] \| Warrant Liability [Member]
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis [Line Items]
Derivative warrant liabilities at April 27, 2021 (inception)
Initial fair value at issuance of public and private placement warrants	16,112,000
Change in fair value	(7,197,025)
Transfer of public warrants to Level 1 measurement	(4,296,975)
Derivative warrant liabilities as of December 31, 2021	$ 4,618,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of assets and liabilities that were accounted for at fair value on a recurring basis	Dec. 31, 2021USD ($)
Level 1 [Member]
Assets
Cash and marketable securities held in trust account	$ 175,962,514
Liabilities
Public Warrants	4,296,975
Private Placement Warrants
Level 2 [Member]
Assets
Cash and marketable securities held in trust account
Liabilities
Public Warrants
Private Placement Warrants
Level 3 [Member]
Assets
Cash and marketable securities held in trust account
Liabilities
Public Warrants
Private Placement Warrants	$ 4,618,000

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of key inputs into the lattice model and Monte Carlo simulation model formula - Private Placement Warrants [Member] - $ / shares	1 Months Ended	8 Months Ended
	Oct. 25, 2021	Dec. 31, 2021
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Ordinary share price	$ 9.5485	$ 9.8801
Exercise price	$ 11.5	$ 11.5
Risk-free rate of interest	1.35%	1.33%
Volatility	15.05%	9.28%
Term	6 years	5 years 9 months 21 days
Value of one private warrant	$ 0.9	$ 0.51
Dividend yield	0.00%	0.00%