SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

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

true

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

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

90.00%

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, depending on, among other factors, the valuation of our business combination target company, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and those securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• duty to not improperly fetter the exercise of future discretion;

• duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity (unless such opportunity was presented to such individuals in his or her capacity as an officer or director of our company), subject to their fiduciary duties under Cayman Islands and any other applicable law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:

Individual	Entity	Entity’s Business	Affiliation
Igor Volshteyn	Tiber Ventures, Inc. CCUR Holdings, Inc. Symbolic Logic, Inc.	Financial services and real estate Financial services and real estate Financial services and real estate	Chief Executive Officer and Director Chief Executive Officer and Director Chief Executive Officer and Director
Peter D. Aquino	Mercury Access Group, LLC	TMT advisory firm	Founder and Partner
Mark Szynkowski	Tiber Venture, Inc.	Financial services and real estate	SVP, CFO and Treasurer
Christopher Downie	Welles Infrastructure Advisors, LLC	Digital Infrastructure	Managing Partner
	Gabriel Advisors, LLC	Advisory services for TMT companies	Managing Director and Advisor

Individual	Entity	Entity’s Business	Affiliation
David Marshack	RKF Engineering Solutions, LLC	Satellite communications engineering	Managing Director and Chief Operating Officer
Eric Edidin	BH3 Management LLC	Real estate development and operations	Executive Chairman

If any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

Our sponsor, officers or directors or their respective affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors or their respective affiliates could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Our sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies (unless such opportunity was presented to such individuals in his or her capacity as an officer or director of our company). As a result, our sponsor, officers and directors may pursue business combinations for blank check companies that they have sponsored in any order, which could result in any blank check companies completing business combinations prior to its blank check companies, including our company, that were launched earlier. Any determination as to which blank check company will pursue a particular acquisition target will be made based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings and the relevant experience of our sponsor, directors and officers involved with a particular blank check company. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Potential investors should also be aware of the following other potential conflicts of interest:

• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our initial shareholders, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial shareholders officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the founder shares will be released from the lockup. The private placement warrants

(including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• Our sponsor and members of our management team will, directly or indirectly, own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $3,850,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.003 per share) and the $3,825,000 purchase price for the private placement warrants (or $1.00 per warrant). Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering or if our sponsor were required to pay cash to exercise the private placement warrants.

• certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• Similarly, if we agree to pay our sponsor, officers, directors or advisors a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated our sponsor, officers or directors or their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or their respective affiliates; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our sponsor relating to the monthly payment for office space and administrative services described above, that we will indemnify our sponsor from any claims (i) arising out of or relating to this offering or the company’s operations or conduct of the company’s business, (ii) in respect of any investment opportunities sourced by the sponsor and its affiliates, and/or (iii) any claim against our sponsor alleging any expressed or implied management or endorsement by our sponsor of any of the company’s activities or any express or implied association between our sponsor and the company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in our trust account.

In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors or their respective affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers, directors or advisors a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction.

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

The difference between the public offering price per unit and the NTBV per Class A ordinary share after this offering constitutes the dilution to investors in this offering. NTBV per share is determined by dividing our NTBV, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares that may be redeemed for cash), by the number of outstanding Class A ordinary shares.

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

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

	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Increase attributable to public shareholders		7.47			7.47			6.88			6.88			5.94			5.95			4.20			4.20			(0.16	)		(0.15	)
Pro forma net tangible book value after this offering and the sale of the private placement warrants		7.46			7.46			6.87			6.87			5.93			5.94			4.19			4.19			(0.17	)		(0.16	)
Dilution to public shareholders	$	2.54		$	2.54		$	3.13		$	3.13		$	4.07		$	4.06		$	5.81		$	5.81		$	10.17		$	10.16
Percentage of dilution to public shareholders		25.40	%		25.40	%		31.30	%		31.30	%		40.70	%		40.60	%		58.10	%		58.10	%		101.70	%		101.60	%

Numerator:
Net tangible book deficit before this offering	$	(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)		(38,463	)
Net proceeds from this offering and the sale of the private placement warrants(1)		201,075,000			231,075,000			201,075,000			231,075,000			201,075,000			231,075,000			201,075,000			231,075,000			201,075,000			231,075,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		45,100			45,100			45,100			45,100			45,100			45,100			45,100			45,100			45,100			45,100
Less: Deferred underwriting commissions(2)		(2,000,000	)		(2,300,000	)		(2,000,000	)		(2,300,000	)		(2,000,000	)		(2,300,000	)		(2,000,000	)		(2,300,000	)		(2,000,000	)		(2,300,000	)
Less: Overallotment liability		(218,200	)		—			(218,200	)		—			(218,200	)		—			(218,200	)		—			(218,200	)		—
Less: Amounts paid for redemptions(3)		—			—			(50,000,000	)		(57,500,000	)		(100,000,000	)		(115,000,000	)		(150,000,000	)		(172,500,000	)		(200,000,000	)		(230,000,000	)
	$	198,863,437			228,781,637			148,863,437			171,281,637			98,863,437			113,781,637			48,863,437			56,281,637			(1,136,563	)		(1,218,363	)

	No Redemptions			25% of Maximum Redemptions				50% of Maximum Redemptions				75% of Maximum Redemptions				Maximum Redemptions
	Without Over- Allotment		With Over- Allotment	Without Over- Allotment		With Over- Allotment		Without Over- Allotment		With Over- Allotment		Without Over- Allotment		With Over- Allotment		Without Over- Allotment		With Over- Allotment
Denominator:
Ordinary shares outstanding prior to this offering	7,666,667		7,666,667	7,666,667		7,666,667		7,666,667		7,666,667		7,666,667		7,666,667		7,666,667		7,666,667
Ordinary shares forfeited if over-allotment is not exercised	(1,000,000	)	—	(1,000,000	)	—		(1,000,000	)	—		(1,000,000	)	—		(1,000,000	)	—
Ordinary shares offered	20,000,000		23,000,000	20,000,000		23,000,000		20,000,000		23,000,000		20,000,000		23,000,000		20,000,000		23,000,000
Less: Ordinary shares redeemed	—		—	(5,000,000	)	(5,750,000	)	(10,000,000	)	(11,500,000	)	(15,000,000	)	(17,250,000	)	(20,000,000	)	(23,000,000	)
	26,666,667		30,666,667	21,666,667		24,916,667		16,666,667		19,166,667		11,666,667		13,416,667		6,666,667		7,666,667

____________

(1) Expenses applied against gross proceeds include offering expenses of approximately $750,000 and underwriting commissions of $0.10 per unit or $2,000,000 in the aggregate (or up to $2,300,000 if the underwriters’ option to purchase additional units is exercised), payable to BTIG, LLC, the representative of the underwriters (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2) Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $2,000,000 in the aggregate or up to $2,300,000 in the aggregate if the underwriters’ over-allotment option is exercised in full payable to BTIG, LLC, the representative of the underwriters, for deferred underwriting commissions. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3) If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, officers or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”