0001193125-21-329547 | 10-Q | XBRL Viewer

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Nov. 15, 2021
Document Information [Line Items]
Entity Registrant Name	CARTESIAN GROWTH CORPORATION
Trading Symbol	GLBL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001838615
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40103
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	505 Fifth Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	461-6363
Title of 12(g) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Class B Ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets - USD ($)

Sep. 30, 2021

Dec. 31, 2020

Assets:

Cash

$ 715,774

Prepaid Expenses

198,465

Total current assets

914,239

Deferred offering costs

130,686

Cash and securities held in Trust Account

345,024,019

Total Assets

345,938,258

130,686

Liabilities and Shareholders' Equity

Accrued offering costs and expenses

118

113,634

Due to related party

Total current liabilities

118

113,634

Deferred underwriting fee

12,075,000

Warrant liability

24,063,287

Total liabilities

36,138,405

113,634

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 34,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively

345,024,019

Shareholders' Equity (Deficit)

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively(1)

^[1]

863

Additional paid-in capital

24,137

Accumulated deficit

(35,225,029)

(7,948)

Total shareholders' equity (deficit)

(35,224,166)

17,052

Total Liabilities and Shareholders' Equity (Deficit)

$ 345,938,258

$ 130,686

[1]	Share count at December 31, 2020 included up to 1,125,000 founder shares that were subject to forfeiture by the Sponsor if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	34,500,000	0
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	200,000,000	200,000,000
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

Condensed Statement of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
Condensed Statement of Operations (Unaudited) - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating costs	$ 239,380	$ 537,871
Loss from operations	(239,380)	(537,871)
Other-income/(expense)
Interest earned on cash and marketable securities held in Trust Account	4,440	24,019
Offering costs allocated to warrants		(849,993)
Excess of Private Warrants fair value over purchase price		(3,097,200)
Change in fair value of warrant liability	(5,628,806)	2,941,413
Total other income/(expense)	(5,624,366)	(981,761)
Net loss	$ (5,863,746)	$ (1,519,632)
Weighted average shares outstanding; Class A ordinary shares	34,500,000	27,296,703
Basic and diluted net income per share, Class A ordinary shares	$ (0.14)	$ (0.04)
Weighted average shares outstanding, Class B ordinary shares	8,625,000	8,390,110
Basic and diluted net income per share, Class B ordinary shares	$ (0.14)	$ (0.04)

Condensed Statement of Changes in Shareholders' Equity (Deficit) - USD ($)	Total	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Class A Ordinary shares	Class B Ordinary shares
Balance at Dec. 31, 2020	$ 17,052	$ 24,137	$ (7,948)		$ 863
Balance (in Shares) at Dec. 31, 2020				0	8,625,000
Sale of 34,500,000 Units, net of underwriting commissions and offering expenses	326,309,933	326,306,483		$ 3,450
Sale of 34,500,000 Units, net of underwriting commissions and offering expenses (in Shares)				34,500,000
Sale of 8,900,000 Private Warrants	8,900,000	8,900,000
Initial classification of warrant liability	(23,907,500)	(23,907,500)
Net income (Loss)	(4,901,560)		(4,901,560)
Change in ordinary shares subject to possible redemption	(335,773,905)	(311,323,120)	(33,680,583)	$ (3,450)
Change in ordinary shares subject to possible redemption (in Shares)				(34,500,000)
Balance at Mar. 31, 2021	(38,589,228)	0	(38,590,091)	$ 0	$ 863
Balance (in Shares) at Mar. 31, 2021				0	8,625,000
Net income (Loss)	9,245,674		9,245,674
Change in ordinary shares subject to possible redemption	(12,426)	0	(12,426)	$ 0
Change in ordinary shares subject to possible redemption (in Shares)				0
Balance at Jun. 30, 2021	(29,355,980)	0	(29,356,843)	$ 0	$ 863
Balance (in Shares) at Jun. 30, 2021				0	8,625,000
Net income (Loss)	(5,863,746)		(5,863,746)
Change in ordinary shares subject to possible redemption	(4,440)	0	(4,440)	$ 0
Change in ordinary shares subject to possible redemption (in Shares)				0
Balance at Sep. 30, 2021	$ (35,224,166)	$ 0	$ (35,225,029)	$ 0	$ 863
Balance (in Shares) at Sep. 30, 2021				0	8,625,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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- Definition

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

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+ Details

Condensed Statement of Changes in Shareholders' Equity (Deficit) (Parentheticals)	3 Months Ended
	Mar. 31, 2021 USD ($)
Underwriting commissions and offering expenses	$ 34,500,000
Private Warrants	$ 8,900,000

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2021 USD ($)
Cash flows from operating activities:
Net Loss	$ (1,519,632)
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(24,019)
Offering costs allocated to warrants	849,993
Excess of Private Warrants fair value over purchase price	3,097,200
Change in fair value of warrant liability	(2,941,413)
Changes in operating assets and liabilities:
Prepaid expenses	(198,465)
Accrued expenses	(7,830)
Due to related party
Net cash used in operating activities	(744,166)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Private Warrants	8,900,000
Proceeds from issuance of promissory note to Sponsor	144,890
Payment on promissory issued to Sponsor	(144,890)
Payment of deferred offering costs	(540,060)
Proceeds from sale of founder shares to Sponsor	338,100,000
Net cash provided by financing activities	346,459,940
Net change in cash	715,774
Cash, beginning of period
Cash, end of the period	715,774
Supplemental disclosure of cash flow information:
Initial classification of Class A ordinary shares subject to possible redemption	345,000,000
Change in Class A ordinary shares subject to possible redemption	24,019
Deferred underwriters' discount payable charged to additional paid-in capital	$ 12,075,000

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Cartesian Growth Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and its initial public offering (“IPO”) which is described below and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is CGC Sponsor LLC, a Cayman Islands limited liability Company (the “Sponsor”). On February 26, 2021, th e Company consummated the IPO, including the full over-allotment option exercised by the underwriters on February 23, 2021, of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares and warrants included in the Units, the “Public Shares” and “Public Warrants”, respectively), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Each Unit consists of one Class A ordinary share and one-third of a redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share. The registration statements for the Company’s IPO were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2021 (the “Effective Date”). Simultaneously with the closing of the IPO, the Company consummated the sale of 8,900,000 warrants (the “Private Warrants,” and together with the “Public Warrants,” the “Warrants”), at a price of $1.00 per Private Warrant, in a private placement to the Sponsor, generating gross proceeds of $8,900,000, which is discussed in Note 5. Transaction costs of the IPO amounted to $19,540,060 consisting of $6,900,000 of underwriting commission, $12,075,000 of deferred underwriting commission, and $565,060 of other offering costs. Following the closing of the IPO on February 26, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay the Company’s taxes, if any, until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the taxes, divided by the number of then outstanding Public Shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company wil l pay to the underwriters. The Company will have until February 26, 2023 to complete the initial Business Combination (as such period may be extended pursuant to its Amended and Restated Memorandum and Articles of Association, the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 4) and Public Shares purchased during or after the IPO in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote or tender offer to approve or in connection with an initial Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold during or after the IPO if the Company fails to complete the initial Business Combination within the prescribed time frame, and (iv) vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO 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, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the public shareholders would receive such lesser amount per share in connection with any redemption of the Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement On September 19, 2021, the C ompany , Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company (“TWMH”), TIG Trinity GP, LLC, a Delaware limited liability company (“TIG GP”), TIG Trinity Management, LLC, a Delaware limited liability company (“TIG MGMT” and, together with TIG GP, the “TIG Entities”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies”), Rook MS LLC, a Delaware limited liability company and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”) entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the C ompany will hold Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the Business Combination Agreement, which will hold the businesses of the Target Companies. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Condensed Financial Information Disclosure [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

certain of

the Company’s previously issued financial statements, a portion of the

ublic

hares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so

the Company believed that it was

appropriate to classify the portion of its

ublic

hares required to keep its shareholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.”

However, as a result of recent guidance to special purpose acquisition companies by the SEC regarding redeemable equity instruments, management revisited the Company’s application of ASC

480-10-99

in relation to the valuation of its Class A ordinary shares subject to possible redemption as discussed in Note 3 and 8. Upon

re-evaluation,

management determined that the public shares include certain provisions that require classification of th

public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts

are

material to

the Company’s

previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all Public Shares as temporary equity. As such the Company is restating those periods in this Quarterly Report.

Impact of the Restatement

The impacts to the balance sheet as of February 26, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of March 31, 2021, the statement of operations for the three months ended March 31, 2021, the balance sheet and statement of shareholders’ equity (deficit) as of June 30, 2021 and the statement of operations for the three months and six months ended June 30, 2021 is presented below:


	As Reported			Adjustment			As Restated
Balance Sheet as of February 26, 2021 (as restated in footnote 2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares subject to possible redemption ($)	$	302,369,830		$	42,630,170		$	345,000,000
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		426			(426	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		8,956,314			(8,956,314	)		—
Retained Earnings (Accumulated Deficit)		(3,957,602	)		(33,673,430	)		(37,631,032	)

Total shareholders’ equity (deficit)	$	5,000,001		$	(42,630,170	)	$	(37,630,169	)

Shares subject to possible redemption		30,236,983			4,263,017			34,500,000



Balance Sheet as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares subject to possible redemption ($)	$	301,417,916		$	43,589,237		$	345,007,153
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		436			(436	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		9,908,218			(9,908,218	)		—
Retained Earnings (Accumulated Deficit)		(4,909,508	)		(33,680,583	)		(38,590,091	)

Total shareholders’ equity (deficit)	$	5,000,009		$	(43,589,237	)	$	(38,589,228	)

Shares subject to possible redemption		30,141,792			4,358,208			34,500,000


Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares outstanding		4,358,208			(4,358,208	)		—
Class A ordinary shares	$	436		$	(436	)	$	—
Additional Paid-In-Capital		9,908,218			(9,908,218	)		—
Retained Earnings (Accumulated Deficit)		(4,909,508	)		(33,680,583			(38,590,091	)

Total Shareholders’ Equity (Deficit)	$	5,000,009		$	(43,589,237	)	$	(38,589,228	)


Statement of Operations for the three months ended March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,234,183			(17,584,183	)		12,650,000
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	(0.24	)	$	(0.24	)
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		9,536,531			(1,624,031	)		7,912,500
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	(0.51	)	$	0.27		$	(0.24	)

Balance Sheet as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Class A ordinary shares subject to possible redemption ($)	$	310,663,596		$	34,355,983		$	345,019,579
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		344			(344	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		662,630			(662,630	)		—
Retained Earnings (Accumulated Deficit)		4,336,166			(33,693,009	)		(29,356,843	)

Total shareholders’ equity (deficit)	$	5,000,003		$	(34,355,983	)	$	(29,355,980	)

Shares subject to possible redemption		31,066,360			3,433,640			34,500,000


Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Class A ordinary shares outstanding		3,433,640			(3,433,640	)		—
Class A ordinary shares	$	344		$	(344	)	$	—
Additional Paid-In-Capital		662,630			(662,630	)		—
Retained Earnings (Accumulated Deficit)		4,336,166			(33,693,009			(29,356,843	)

Total Shareholders’ Equity (Deficit)	$	5,000,003		$	(34,355,983	)	$	(29,355,980	)


Statement of Operations for the three months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,151,952			4,348,048			34,500,000
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	0.21		$	0.21
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		12,973,048			(4,348,048	)		8,625,000
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	0.71		$	(0.50	)	$	0.21

Statement of Operations for the six months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,175,080			(6,539,721	)		23,635,359
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	0.14		$	0.14
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		11,263,757			(2,993,039	)		8,270,718
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	0.41		$	(0.27	)	$	0.14

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 3 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 10 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its IPO which contains the audited financial statements and notes thereto for the year ended December 31, 2020 as filed with the SEC on February 25, 2021. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.

Warrant Liabilities

The Company evaluated the Warrants (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC

815-40

and concluded that a provision in its warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC

815-40,

the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the FASB ASC

340-10-S99-1. Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the IPO.

Ordinary Shares Subject to Possible Redemption

All of the 34,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, all 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 condensed balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of February 26, 2021, there were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260,

“

Earnings Per Share

”

. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A

rdinary

hares and Class B

rdinary

hares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of

the 20,400,000 ordinary shares underlying the 11,500,000 Warrants

sold in the

IPO

and the

8,900,000 Private Warrants sold in the

private placement

in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

The Company’s condensed statement of operations applies the

two-class

method in calculating net income per share. Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of shares.

Reconciliation of Net Income per Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A ordinary shares and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. Accordingly, basic and diluted income per ordinary share is calculated as follows:


	Nine Months Ended September 30, 2021			Three Months Ended September 30, 2021
Class A o rdinary s hares
Numerator: Net loss allocable to Class A ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class B ordinary shares		(357,271	)		(1,172,749	)

Proportionate share of net income	$	(1,162,361	)	$	(4,690,997	)

Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		27,296,703			34,500,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Class B o rdinary s hares
Numerator: Net loss allocable to Class B ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class A ordinary shares		(1,162,361	)		(4,690,997	)

Proportionate share of net income	$	(357,271	)	$	(1,172,749	)

Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,390,110			8,625,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Fair Value of Financial Instruments

The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value

of certain

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 –		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 –		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 –		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU

2020-06,

“

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

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

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 4 — Initial Public Offering

Public Units

On February 26, 2021, the Company sold 34,500,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and

one-third

of a warrant to purchase one Class A ordinary share.

Public Warrants

Each whole

arrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. The

arrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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 the 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 its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the 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. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, 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 it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available.

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 outstanding Public Warrants (except as described herein with respect to the Private Warrants):

•

in whole and not in part;

•

at a price of $0.01 per

arrant;

•

upon not less than 30 days’ prior written notice of redemption (the

“30-day

redemption period”) to each warrant holder; and

•

if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a

30-trading day

period ending on the third business day prior to the notice of redemption to the warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the

arrants.

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,900,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $8,900,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. The Private Warrants are identical to the warrants sold in the IPO except that the Private Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The initial shareholders, officers, directors and independent directors have agreed to waive their redemption rights with respect to any Public Shares they may acquire during or after the IPO, in connection with the completion of the initial Business Combination. If the Company does not complete the initial Business Combination within the applicable time period, the proceeds of the sale of the Private Warrants will be used to fund the redemption of the Public Shares.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 23, 2021, the Company effectuated a recapitalization, and as a result, the initial shareholders held 8,625,000 shares of the Company’s Class B ordinary shares, including up to 1,125,000 founder shares which were subject to forfeiture by the Sponsor, if the over-allotment option was not exercised by the underwriters in full. As a result of the underwriters’ election to fully exercise their over-allotment option on February 26, 2021, none of the Class B ordinary shares are subject to forfeiture any longer. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party On December 31, 2020, the Sponsor agreed to loan the Company up to $250,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. As of February 26, 2021, the Company had borrowings of $144,890 under the promissory note, and on February 26, 2021, repaid the $144,890 from the proceeds of the IPO. As of September 30, 2021, the Company had no outstanding borrowings under the promissory note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of 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 the initial Business Combination, the Company will repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company has paid $30,000 and $80,000, respectively, in service fee expense.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 26, 2021, the underwriter fully exercised its over-allotment option. Upon consummation of the IPO on February 26, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,900,000 in the aggregate. The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $12,075,000 in the aggregate. The deferred underwriting commission will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Shareholders' Equity	9 Months Ended
Shareholders' Equity	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 8 — Shareholders’ Equity Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2021 and December 31, 2020, there were 0 shares issued and outstanding, excluding 34,500,000 and 0 shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2021 and December 31, 2020, there were 8,625,000 shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable share exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity- linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	September 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)

Assets:
U.S. Money Market held in Trust Account	$	345,024,019	$	345,024,019	$	—	$	—

Liabilities:
Public Warrants Liability		12,190,000		12,190,000		—		—
Private Warrants Liability		11,873,287		—		—		11,873,287

	$	24,063,287	$	12,190,000	$	—	$	11,873,287

The Warrants are accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on February 26, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model. As of September 30, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2021 due to the use of unobservable inputs. For the period ending September 30, 2

021

, the Public Warrants were reclassified from a Level 3

to a Level 1

classification due to use of the observed trading price of the separated Public

Warrants.

The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021:


Fair Value at January 1, 2021	$	—
Initial fair value of public and private warrants		27,004,700
Change in fair value of public and private warrants		(8,570,219	)
Transfer of public warrants to Level 1		(9,624,350	)

Fair Value at June 30, 2021	$	8,810,131
Change in fair value of private warrants		3,063,156

Fair Value at September 30, 2021	$	11,873,287

The key inputs into the Monte Carlo simulation as of February 26, 2021 and September 30, 2021 were as follows:


Inputs	(Initial Measurement) February 26, 2021			September 30, 2021
Risk-free interest rate		0.98	%		1.09	%
Expected term remaining (years)		6.13			5.64
Expected volatility		24.2	%		19.9	%
Stock price	$	9.565		$	9.85

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 10 of Regulation

S-X

Emerging Growth Company Status

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.

Warrant Liabilities

The Company evaluated the Warrants (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC

815-40

815-40,

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the FASB ASC

340-10-S99-1. Offering

non-operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the IPO.

Ordinary Shares Subject to Possible Redemption

480-10-S99,

Income Taxes

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260,

“

Earnings Per Share

”

. Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A

rdinary

hares and Class B

rdinary

hares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of

the 20,400,000 ordinary shares underlying the 11,500,000 Warrants

sold in the

IPO

and the

8,900,000 Private Warrants sold in the

private placement

The Company’s condensed statement of operations applies the

two-class

Reconciliation of Net Income per Share


	Nine Months Ended September 30, 2021			Three Months Ended September 30, 2021
Class A o rdinary s hares
Numerator: Net loss allocable to Class A ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class B ordinary shares		(357,271	)		(1,172,749	)

Proportionate share of net income	$	(1,162,361	)	$	(4,690,997	)

Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		27,296,703			34,500,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Class B o rdinary s hares
Numerator: Net loss allocable to Class B ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class A ordinary shares		(1,162,361	)		(4,690,997	)

Proportionate share of net income	$	(357,271	)	$	(1,172,749	)

Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,390,110			8,625,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Fair Value of Financial Instruments

The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurement,” for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value

of certain

Level 1 –		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 –		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 –		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 9 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU

2020-06,

“

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

”

(“ASU

2020-06”),

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary Of Error Corrections And Prior Period Adjustments


	As Reported			Adjustment			As Restated
Balance Sheet as of February 26, 2021 (as restated in footnote 2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares subject to possible redemption ($)	$	302,369,830		$	42,630,170		$	345,000,000
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		426			(426	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		8,956,314			(8,956,314	)		—
Retained Earnings (Accumulated Deficit)		(3,957,602	)		(33,673,430	)		(37,631,032	)

Total shareholders’ equity (deficit)	$	5,000,001		$	(42,630,170	)	$	(37,630,169	)

Shares subject to possible redemption		30,236,983			4,263,017			34,500,000



Balance Sheet as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares subject to possible redemption ($)	$	301,417,916		$	43,589,237		$	345,007,153
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		436			(436	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		9,908,218			(9,908,218	)		—
Retained Earnings (Accumulated Deficit)		(4,909,508	)		(33,680,583	)		(38,590,091	)

Total shareholders’ equity (deficit)	$	5,000,009		$	(43,589,237	)	$	(38,589,228	)

Shares subject to possible redemption		30,141,792			4,358,208			34,500,000


Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Class A ordinary shares outstanding		4,358,208			(4,358,208	)		—
Class A ordinary shares	$	436		$	(436	)	$	—
Additional Paid-In-Capital		9,908,218			(9,908,218	)		—
Retained Earnings (Accumulated Deficit)		(4,909,508	)		(33,680,583			(38,590,091	)

Total Shareholders’ Equity (Deficit)	$	5,000,009		$	(43,589,237	)	$	(38,589,228	)


Statement of Operations for the three months ended March 31, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,234,183			(17,584,183	)		12,650,000
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	(0.24	)	$	(0.24	)
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		9,536,531			(1,624,031	)		7,912,500
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	(0.51	)	$	0.27		$	(0.24	)

Balance Sheet as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Class A ordinary shares subject to possible redemption ($)	$	310,663,596		$	34,355,983		$	345,019,579
Shareholders’ equity (deficit)
Class A ordinary shares, $0.0001 par value		344			(344	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional paid-in capital		662,630			(662,630	)		—
Retained Earnings (Accumulated Deficit)		4,336,166			(33,693,009	)		(29,356,843	)

Total shareholders’ equity (deficit)	$	5,000,003		$	(34,355,983	)	$	(29,355,980	)

Shares subject to possible redemption		31,066,360			3,433,640			34,500,000


Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Class A ordinary shares outstanding		3,433,640			(3,433,640	)		—
Class A ordinary shares	$	344		$	(344	)	$	—
Additional Paid-In-Capital		662,630			(662,630	)		—
Retained Earnings (Accumulated Deficit)		4,336,166			(33,693,009			(29,356,843	)

Total Shareholders’ Equity (Deficit)	$	5,000,003		$	(34,355,983	)	$	(29,355,980	)


Statement of Operations for the three months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,151,952			4,348,048			34,500,000
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	0.21		$	0.21
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		12,973,048			(4,348,048	)		8,625,000
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	0.71		$	(0.50	)	$	0.21

Statement of Operations for the six months ended June 30, 2021 (included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021)
Weighted average shares outstanding, Redeemable Class A ordinary shares		30,175,080			(6,539,721	)		23,635,359
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	—		$	0.14		$	0.14
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		11,263,757			(2,993,039	)		8,270,718
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$	0.41		$	(0.27	)	$	0.14

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of basic and diluted loss per ordinary share


	Nine Months Ended September 30, 2021			Three Months Ended September 30, 2021
Class A o rdinary s hares
Numerator: Net loss allocable to Class A ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class B ordinary shares		(357,271	)		(1,172,749	)

Proportionate share of net income	$	(1,162,361	)	$	(4,690,997	)

Denominator: Weighted Average Class A ordinary shares
Basic and diluted weighted average shares outstanding		27,296,703			34,500,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Class B o rdinary s hares
Numerator: Net loss allocable to Class B ordinary shares
Net loss	$	(1,519,632	)	$	(5,863,746	)
Less: Allocation of net income to Class A ordinary shares		(1,162,361	)		(4,690,997	)

Proportionate share of net income	$	(357,271	)	$	(1,172,749	)

Denominator: Weighted Average Class B ordinary shares
Basic and diluted weighted average shares outstanding		8,390,110			8,625,000

Basic and diluted net income per share	$	(0.04	)	$	(0.14	)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	September 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)

Assets:
U.S. Money Market held in Trust Account	$	345,024,019	$	345,024,019	$	—	$	—

Liabilities:
Public Warrants Liability		12,190,000		12,190,000		—		—
Private Warrants Liability		11,873,287		—		—		11,873,287

	$	24,063,287	$	12,190,000	$	—	$	11,873,287

Schedule of changes Level 3 fair value liabilities

The following table presents the changes Level 3 liabilities for the nine months ended September 30, 2021:


Fair Value at January 1, 2021	$	—
Initial fair value of public and private warrants		27,004,700
Change in fair value of public and private warrants		(8,570,219	)
Transfer of public warrants to Level 1		(9,624,350	)

Fair Value at June 30, 2021	$	8,810,131
Change in fair value of private warrants		3,063,156

Fair Value at September 30, 2021	$	11,873,287

Schedule of key inputs into the Monte Carlo simulation

The key inputs into the Monte Carlo simulation as of February 26, 2021 and September 30, 2021 were as follows:


Inputs	(Initial Measurement) February 26, 2021			September 30, 2021
Risk-free interest rate		0.98	%		1.09	%
Expected term remaining (years)		6.13			5.64
Expected volatility		24.2	%		19.9	%
Stock price	$	9.565		$	9.85

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Feb. 26, 2021	Feb. 23, 2021	Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Public shares redeem percentage	100.00%
Public share price per share (in Dollars per share)			$ 10.00
Interest expenses			$ 100,000
Public per share (in Dollars per share)			$ 10.00
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Initial public offering units (in Shares)		34,500,000	8,900,000
Price per share (in Dollars per share)		$ 10.00	$ 1.00
Gross proceeds		$ 345,000,000
Gross proceeds			$ 8,900,000
Transaction costs			19,540,060
Underwriting commission			6,900,000
Deferred underwriting commission			12,075,000
Other offering cost			$ 565,060
Net offering proceeds	$ 345,000,000
Price per warrant (in Dollars per share)	$ 10.00
Class A Ordinary Shares
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.50

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Accounting Changes and Error Corrections [Abstract]
Redeemable Noncontrolling Interest Equity	$ 5,000,000
Minimum Tangible Assets For Business Combination	5,000,001
Shares not subject to redemption	$ 5,000,000

Restatement of Previously Issued Financial Statements - Summary Of Error Corrections And Prior Period Adjustments (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Feb. 26, 2021	Dec. 31, 2020
Statement Of Financial Position [Line Items]
Shares subject to possible redemption	$ 345,024,019				$ 345,024,019		$ 0
Shareholders' equity (deficit)
Common Stock, Value, Issued	0				0		0
Additional paid-in-capital	0				0		24,137
Retained Earnings (Accumulated Deficit)	$ (35,225,029)				$ (35,225,029)		$ (7,948)
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	34,500,000				27,296,703
Earnings Per Share, Basic and Diluted	$ (0.14)				$ (0.04)
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares	8,625,000				8,390,110
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares	$ (0.14)				$ (0.04)
As Previously Reported [Member]
Shareholders' equity (deficit)
Additional paid-in-capital		$ 662,630	$ 9,908,218	$ 662,630		$ 8,956,314
Retained Earnings (Accumulated Deficit)		4,336,166	(4,909,508)	4,336,166		(3,957,602)
Total shareholders' equity		5,000,003	5,000,009	5,000,003		5,000,001
As Previously Reported [Member] \| Class A Ordinary Shares
Statement Of Financial Position [Line Items]
Shares subject to possible redemption		$ 310,663,596	$ 301,417,916	$ 310,663,596		302,369,830
Common stock, other shares, outstanding		3,433,640	4,358,208	3,433,640
Shareholders' equity (deficit)
Common Stock, Value, Issued		$ 344	$ 436	$ 344		$ 426
Shares subject to possible redemption		31,066,360	30,141,792	31,066,360		30,236,983
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		30,151,952	30,234,183	30,175,080
As Previously Reported [Member] \| Class B Ordinary Shares [Member]
Shareholders' equity (deficit)
Common Stock, Value, Issued		$ 863	$ 863	$ 863		$ 863
As Previously Reported [Member] \| Non Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		12,973,048	9,536,531	11,263,757
As Previously Reported [Member] \| Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares		$ 0.71	$ (0.51)	$ 0.41
Restatement Adjustment [Member]
Shareholders' equity (deficit)
Additional paid-in-capital		$ (662,630)	$ (9,908,218)	$ (662,630)		(8,956,314)
Retained Earnings (Accumulated Deficit)		(33,693,009)	(33,680,583)	(33,693,009)		(33,673,430)
Total shareholders' equity		(34,355,983)	(43,589,237)	(34,355,983)		(42,630,170)
Restatement Adjustment [Member] \| Class A Ordinary Shares
Statement Of Financial Position [Line Items]
Shares subject to possible redemption		$ 34,355,983	$ 43,589,237	$ 34,355,983		42,630,170
Common stock, other shares, outstanding		(3,433,640)	(4,358,208)	(3,433,640)
Shareholders' equity (deficit)
Common Stock, Value, Issued		$ (344)	$ (436)	$ (344)		$ (426)
Shares subject to possible redemption		3,433,640	4,358,208	3,433,640		4,263,017
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		4,348,048	(17,584,183)	(6,539,721)
Earnings Per Share, Basic and Diluted		$ 0.21	$ (0.24)	$ 0.14
Restatement Adjustment [Member] \| Non Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		(4,348,048)	(1,624,031)	(2,993,039)
Restatement Adjustment [Member] \| Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares		$ (0.50)	$ 0.27	$ (0.27)
As Restated [Member]
Shareholders' equity (deficit)
Retained Earnings (Accumulated Deficit)		$ (29,356,843)	$ (38,590,091)	$ (29,356,843)		$ (37,631,032)
Total shareholders' equity		(29,355,980)	(38,589,228)	(29,355,980)		(37,630,169)
As Restated [Member] \| Class A Ordinary Shares
Statement Of Financial Position [Line Items]
Shares subject to possible redemption		$ 345,019,579	$ 345,007,153	$ 345,019,579		$ 345,000,000
Shareholders' equity (deficit)
Shares subject to possible redemption		34,500,000	34,500,000	34,500,000		34,500,000
Income Statement [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		34,500,000	12,650,000	23,635,359
Earnings Per Share, Basic and Diluted		$ 0.21	$ (0.24)	$ 0.14
As Restated [Member] \| Class B Ordinary Shares [Member]
Shareholders' equity (deficit)
Common Stock, Value, Issued		$ 863	$ 863	$ 863		$ 863
As Restated [Member] \| Non Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		8,625,000	7,912,500	8,270,718
As Restated [Member] \| Redeemable Class B Common Stock [Member]
Income Statement [Abstract]
Basic and diluted net income per shares, Non-redeemable Class A and Class B ordinary shares		$ 0.21	$ (0.24)	$ 0.14

Significant Accounting Policies (Details)	Sep. 30, 2021 USD ($) shares
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage \| $	$ 250,000
IPO and Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	20,400,000
IPO [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	11,500,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Exercisable to purchase shares	8,900,000

Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net loss	$ (5,863,746)	$ (1,519,632)
Less: Allocation of net income to Class B ordinary shares	(1,172,749)	(357,271)
Proportionate share of net income	$ (4,690,997)	$ (1,162,361)
Denominator: Weighted Average Redeemable Class A ordinary shares
Basic and diluted weighted average shares outstanding	34,500,000	27,296,703
Basic and diluted net income per share	$ (0.14)	$ (0.04)
Numerator: Net Income Minus Net Earnings
Less: Allocation of net income to Class A ordinary shares	$ (4,690,997)	$ (1,162,361)
Net loss	(5,863,746)	(1,519,632)
Proportionate share of net income	$ (1,172,749)	$ (357,271)
Basic and diluted weighted average shares outstanding	8,625,000	8,390,110
Basic and diluted net income per share	$ (0.14)	$ (0.04)

Initial Public Offering (Details) - $ / shares		1 Months Ended	9 Months Ended
Initial Public Offering (Details) - $ / shares	Feb. 26, 2021	Feb. 23, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Price per share	$ 9.565		$ 9.85
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 the 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 its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Redemption 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 outstanding Public Warrants (except as described herein with respect to the Private 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 (the “30-day redemption period”) to each warrant holder; and • if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants.
IPO [Member]
Initial Public Offering (Details) [Line Items]
Purchase price units	34,500,000
Price per unit	$ 10.00
Number of shares purchased		34,500,000	8,900,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares purchased	4,500,000
Class A Ordinary Shares
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.50

Private Placement (Details) - USD ($)	9 Months Ended
Private Placement (Details) - USD ($)	Sep. 30, 2021	Feb. 23, 2021
IPO [Member]
Private Placement (Details) [Line Items]
Private placement warrants	8,900,000
Price per share	$ 1.00	$ 10.00
Private Placement [Member]
Private Placement (Details) [Line Items]
Price per share	$ 1.00
Aggregate purchase price	$ 8,900,000

Related Party Transactions (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2020	Feb. 23, 2021	Sep. 30, 2021	Sep. 30, 2021	Feb. 26, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid	$ 25,000
Price per share (in Dollars per share)	$ 0.003
Business combination, description				The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, capital share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Working capital loan			$ 1,500,000	$ 1,500,000
Warrant price per share (in Dollars per share)				$ 1.00
Office space monthly rent				$ 10,000
Service fee expense			$ 30,000	$ 80,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan expenses	$ 250,000
Borrowings amount					$ 144,890
Value of repaid					$ 144,890
Class B Ordinary Share [Member]
Related Party Transactions (Details) [Line Items]
Consideration for ordinary shares (in Shares)	7,187,500
Common stock par value (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Shares issued (in Shares)		8,625,000
Class B Ordinary Share [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder Shares (in Shares)		1,125,000

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Feb. 26, 2021	Sep. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percent	2.00%
Gross proceeds	$ 6,900,000	$ 12,075,000
Deferred underwriting discount percent		3.50%
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description		The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any.

Shareholders' Equity (Details) - $ / shares	9 Months Ended
Shareholders' Equity (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Issued and outstanding shares of public offering, percentage	20.00%
Class A Ordinary Shares
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Subject to possible redemption shares	34,500,000	0
Common stock, shares outstanding	0	0
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Fair Value Measurements (Details) - Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis	9 Months Ended
	Sep. 30, 2021 USD ($)
Assets:
U.S. Money Market held in Trust Account	$ 345,024,019
Liabilities:
Warrants Liability	24,063,287
Public Warrants Liability [Member]
Liabilities:
Warrants Liability	12,190,000
Private Warrants Liability [Member]
Liabilities:
Warrants Liability	11,873,287
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in Trust Account	345,024,019
Liabilities:
Warrants Liability	12,190,000
Quoted Prices In Active Markets (Level 1) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability	12,190,000
Quoted Prices In Active Markets (Level 1) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Observable Inputs (Level 2) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
U.S. Money Market held in Trust Account
Liabilities:
Warrants Liability	11,873,287
Significant Other Unobservable Inputs (Level 3) [Member] \| Public Warrants Liability [Member]
Liabilities:
Warrants Liability
Significant Other Unobservable Inputs (Level 3) [Member] \| Private Warrants Liability [Member]
Liabilities:
Warrants Liability	$ 11,873,287

Fair Value Measurements (Details) - Schedule of Changes Level 3 Fair Value Liabilities - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Schedule of changes Level 3 fair value liabilities [Abstract]
Fair Value at January 1, 2021	$ 8,810,131	$ 0
Initial fair value of public and private warrants		27,004,700
Change in fair value of public and private warrants	3,063,156	(8,570,219)
Transfer of public warrants to Level 1		(9,624,350)
Fair Value at June 30, 2021	(11,873,287)	8,810,131
Fair Value at September 30, 2021	$ 11,873,287	$ (8,810,131)

Fair Value Measurements (Details) - Schedule of Key Inputs into the Monte Carlo Simulation - $ / shares		9 Months Ended
	Feb. 26, 2021	Sep. 30, 2021
Schedule of key inputs into the Monte Carlo simulation [Abstract]
Risk-free interest rate	0.98%	1.09%
Expected term remaining (years)	6 years 1 month 17 days	5 years 7 months 20 days
Expected volatility	24.20%	19.90%
Stock price	$ 9.565	$ 9.85