0001193125-22-004467 | 10-Q/A | XBRL Viewer | Jack Creek Investment Corp

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Jan. 07, 2022
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Jack Creek Investment Corp.
Entity Central Index Key	0001822312
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Address, State or Province	NY
Entity Address, City or Town	NY
Entity Address, Address Line One	386 Park Avenue South
Entity Address, Address Line Two	FL 20
Entity Address, Postal Zip Code	10016
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	Jack Creek Investment Corp. (the “Company,” “we,” “our,” or “us”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (the “Amended Quarterly Report”) to amend its Quarterly Report on Form 10-Q for the period ended September 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”), on November 8, 2021 (the “Original Quarterly Report”) to restate its unaudited interim condensed financial statements for the following periods: (x) as of and for the three months ended March 31, 2021, (y) as of and for the six months ended June 30, 2021 and (z) as of and for the nine months ended September 30, 2021 (clauses (x), (y) and (z) collectively, the “Affected Periods”), in order to account for a change in the accounting treatment for Class A Ordinary Shares subject to possible redemption. In connection with the change in presentation for the Class A Ordinary Shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to Class A and Class B Ordinary Shares. The presentation contemplates a Business Combination as the most likely outcome, in which case, both the Class A Ordinary Shares and the Class B Ordinary Shares share pro rata in the income (loss) of the Company. For a discussion of the restatement and the impact on the unaudited interim condensed financial statements, see Note 2 of Notes to Condensed Financial Statements included in Part I, Item 1 – Interim Condensed Financial Statements. Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee met on November 30, 2021 to re-evaluate the materiality of the reclassification and whether the reclassification adjustment related to temporary equity and permanent equity should be restated as of the Initial Public Offering date and the next two subsequent reporting periods. On December 3, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report, as well as the Form 8-K for the Post-Initial Public Offering Audited Balance Sheet as of January 26, 2021 filed on February 1, 2021, the Form 10-Q for the period ended March 31, 2021 filed on May 24, 2021 and the Form 10-Q for the period ended June 30, 2021 filed on August 9, 2021.
Entity File Number	001-39602
Entity Tax Identification Number	00-0365269
City Area Code	212
Local Phone Number	710-5060
Class A Common stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	JCIC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	JCICU
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	JCICW
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 250,101
Prepaid expenses	658,409
Total Current Assets	908,510
Deferred offering costs		$ 481,509
Cash and Investment held in Trust Account	345,061,806
TOTAL ASSETS	345,970,316	481,509
Current liabilities
Accounts payable and accrued expenses	753,151	11,565
Accrued offering costs		347,478
Promissory note – related party		114,031
Total current liabilities	753,151	473,074
Warrant liabilities	16,265,900
Deferred underwriting fee payable	12,075,000
TOTAL LIABILITIES	29,094,051	473,074
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.00 per share redemption value at September 30, 2021 and none issued or outstanding as of December 31, 2020	345,000,000
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2021 and December 31, 2020
Additional paid-in capital		24,137
Accumulated Deficit	(28,124,598)	(16,565)
Total Shareholders' Equity (Deficit)	(28,123,735)	8,435
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	345,970,316	481,509
Class A Common stock
Shareholders' Equity
Common Stock
Class B Common Stock
Shareholders' Equity
Common Stock	$ 863	$ 863

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued		0
Common stock, shares outstanding		0
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares issued	34,500,000	0
Temporary equity shares outstanding	34,500,000	0
Temporary equity redemption price per share	$ 10.00
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements of Operations - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
Condensed Statements of Operations - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 12,436	$ 424,058	$ 3,035,933
Loss from operations	(12,436)	(424,058)	(3,035,933)
Other income:
Change in fair value of warrant liabilities		5,338,716	20,542,100
Loss on initial issuance of private placement warrants			(3,948,000)
Interest earned on investments held in Trust Account		4,440	61,806
Total other income, net		5,343,156	16,655,906
Net income (loss)	$ (12,436)	$ 4,919,098	$ 13,619,973
Class A Ordinary Shares
Other income:
Weighted average shares outstanding	0	34,500,000	31,329,044
Basic and diluted net loss per ordinary share	$ 0	$ 0.11	$ 0.34
Class B Ordinary Shares
Other income:
Weighted average shares outstanding	7,500,000	8,625,000	8,517,857
Basic and diluted net loss per ordinary share	$ 0	$ 0.11	$ 0.34

Condensed Statements of Changes In Shareholders' Equity (Deficit) - USD ($)	Total	Ordinary Shares Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Aug. 17, 2020	$ 0	$ 0	$ 0	$ 0
Beginning Balance (shares) at Aug. 17, 2020		0
Issuance of Class B ordinary shares to Sponsor	25,000	$ 863	24,137
Issuance of Class B ordinary shares to Sponsor (shares)		8,625,000
Net Income (Loss)	(12,436)			(12,436)
Ending Balance at Sep. 30, 2020	12,564	$ 863	24,137	(12,436)
Ending Balance (shares) at Sep. 30, 2020		8,625,000
Beginning Balance at Dec. 31, 2020	8,435	$ 863	24,137	(16,565)
Beginning Balance (shares) at Dec. 31, 2020		8,625,000
Accretion for Class A ordinary shares to redemption amount	(41,752,143)		(24,137)	(41,728,006)
Net Income (Loss)	16,917,895			16,917,895
Ending Balance at Mar. 31, 2021	(24,825,813)	$ 863		(24,826,676)
Ending Balance (shares) at Mar. 31, 2021		8,625,000
Beginning Balance at Dec. 31, 2020	8,435	$ 863	$ 24,137	(16,565)
Beginning Balance (shares) at Dec. 31, 2020		8,625,000
Net Income (Loss)	13,619,973
Ending Balance at Sep. 30, 2021	(28,123,735)	$ 863		(28,124,598)
Ending Balance (shares) at Sep. 30, 2021		8,625,000
Beginning Balance at Mar. 31, 2021	(24,825,813)	$ 863		(24,826,676)
Beginning Balance (shares) at Mar. 31, 2021		8,625,000
Net Income (Loss)	(8,217,020)			(8,217,020)
Ending Balance at Jun. 30, 2021	(33,042,833)	$ 863		(33,043,696)
Ending Balance (shares) at Jun. 30, 2021		8,625,000
Net Income (Loss)	4,919,098			4,919,098
Ending Balance at Sep. 30, 2021	$ (28,123,735)	$ 863		$ (28,124,598)
Ending Balance (shares) at Sep. 30, 2021		8,625,000

- Definition

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

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Condensed Statements of Cash Flows	1 Months Ended	9 Months Ended
Condensed Statements of Cash Flows	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income (loss)	$ (12,436)	$ 13,619,973
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of formation and operating costs through issuance of Class B ordinary shares	5,000
Interest earned on investments held in Trust Account		(61,806)
Change in fair value		(20,542,100)
Loss on initial issuance of private placement warrants		3,948,000
Transaction costs associated with sale of warrants in IPO		1,360,701
Changes in operating assets and liabilities:
Prepaid expenses		(658,409)
Accounts payable and accrued expenses	7,436	741,586
Net cash used in operating activities		(1,592,055)
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 Units, net of underwriting discounts paid		338,100,000
Proceeds from sale of Private Placement Warrants		9,400,000
Repayment of promissory note – related party		(114,031)
Payment of offering costs		(543,813)
Net cash provided by financing activities		346,842,156
Net Change in Cash		250,101
Cash – Beginning of period		0
Cash – End of period		250,101
Non-Cash Investing and Financing Activities:
Deferred underwriting fee payable		12,075,000
Initial classification of Class A ordinary shares subject to possible redemption		$ 345,000,000
Deferred offering costs included in accrued offering costs	236,886
Deferred offering costs paid through promissory note - related party	102,031
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 20,000

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Jack Creek Investment Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, 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 Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to JCIC Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,400,000, which is described in Note 5. Transaction costs amounted to $19,652,845, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $677,845 of other offering costs. Following the closing of the Initial Public Offering on January 26, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7ofthe Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the 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 Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior consent. The Sponsor and each member of the Company’s management team have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until January 26, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and each member of the Company’s management team have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had $250,101 in its operating bank account, $345,061,806 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Class A ordinary shares in connection therewith and working capital of $155,359. As of September 30, 2021, approximately $61,800 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report.

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED

FINANCIAL

STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph

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. The Company has previously classified a portion of its Public Shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than

5,000,001

. Upon

re-evaluation,

the Company determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets threshold. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Form

10-Q’s

will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per Ordinary share calculation to allocate net income (loss) pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

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 corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form

10-Qs

for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report.

The restatement does not have an impact on the Company’s total assets, liabilities, operating results, cash position, or cash held in the trust account.

The impact of the revision on the Company’s financial statements is reflected in the following table:


	As Previously Reported			Adjustment			As Restated
Condensed Balance Sheet as of March 31, 2021 (unaudited)
Class A ordinary shares subject to possible redemption	$	315,174,179		$	29,825,821		$	345,000,000
Class A ordinary shares	$	298		$	(298	)	$	—
Additional paid-in capital	$	—		$	—		$	—
Retained earnings / (Accumulated deficit)	$	4,998,847		$	(29,825,523	)	$	(24,826,676	)
Total shareholders’ equity (deficit)	$	5,000,008		$	(29,825,821	)	$	(24,825,813	)
Number of shares subject to redemption		31,517,418			2,982,582			34,500,000
Condensed Balance Sheet as of June 30, 2021 (unaudited)
Class A ordinary shares subject to possible redemption	$	306,957,160		$	38,042,840		$	345,000,000
Class A ordinary shares	$	380		$	(380	)	$	—
Additional paid-in capital	$	—		$	—		$	—
Retained earnings / (Accumulated deficit)	$	4,998,764		$	(38,042,460	)	$	(33,043,696	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(38,042,840	)	$	(33,042,833	)
Number of shares subject to redemption		30,695,716			3,804,284			34,500,000
Condensed Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (unaudited)
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses	$	303,247,857		$	(303,247,857	)	$	—
Class A ordinary shares subject to redemption	$	(315,174,179	)	$	315,174,179		$	—
Accretion for Class A ordinary shares to redemption amount	$	—		$	(41,752,143	)	$	(41,752,143	)
Condensed Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (unaudited)
Change in value of Class A ordinary shares subject to redemption	$	8,217,019		$	(8,217,019	)	$	—
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	292,947,562		$	52,052,440		$	345,000,000
Change in value of Class A ordinary shares subject to possible redemption	$	22,226,619		$	(22,226,619	)	$	—
Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	292,947,560		$	52,052,440		$	345,000,000
Change in value of Class A ordinary shares subject to possible redemption	$	14,009,600		$	(14,009,600	)	$	—
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Weighted average shares outstanding, Class A ordinary shares		34,500,000			(9,966,667	)		24,533,333
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.52		$	0.52
Weighted average shares outstanding, Class B ordinary shares		8,300,000			—			8,300,000
Basic and diluted net loss per share, Class B ordinary shares	$	2.03		$	(1.51	)	$	0.52
Statement of Operations for the three months ended June 30, 2021 (unaudited)
Weighted average shares outstanding, Class A ordinary shares		34,500,000			—			34,500,000
Basic and diluted net income per share, Class A ordinary shares	$	—		$	(0.19	)	$	(0.19	)
Weighted average shares outstanding, Class B ordinary shares		—			8,625,000			8,625,000
Basic and diluted net loss per share, Class B ordinary shares	$	—		$	(0.19	)	$	(0.19	)
Non-Redeemable Class B Ordinary Shares, Basic		8,625,000			(8,625,000	)		—
Earnings/Basic Non-Redeemable Class B Ordinary Shares	$	(0.96	)	$	0.96		$	—
Non-Redeemable Class B Ordinary Shares, Diluted		8,625,000			8,625,000			—
Earnings/Diluted Non-Redeemable Class B Ordinary Shares	$	(0.96	)	$	0.96		$	—
Statement of Operation for The Period from January 13, 2021 (Inception) Through June 30, 2021
Weighted average shares outstanding, Class A ordinary shares		34,500,000			(4,955,801	)		29,544,199
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.23		$	0.23
Weighted average shares outstanding, Class B ordinary shares		—			8,463,398			8,463,398
Basic and diluted net loss per share, Class B ordinary shares	$	—		$	0.23		$	0.23
Non-Redeemable Class B Ordinary Shares, Basic		8,463,398			(8,463,398	)		—
Earnings/Basic Non-Redeemable Class B Ordinary Shares	$	1.02		$	(1.02	)	$	—
Non-Redeemable Class B Ordinary Shares, Diluted		8,625,000			(8,625,000	)		—
Earnings/Diluted Non-Redeemable Class B Ordinary Shares	$	1.00		$	(1.00	)	$	—

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF 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

Form10-Q

and Article 8 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 prospectus for its Initial Public Offering as filed with the SEC on January 25, 2021, as well as the Company’s Quarterly Report on Form 10Q, as filed with the SEC on May 24, 2021, which includes the restatement of the Company’s 8K filed on February 1, 2021. The interim results for the three 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 periods.

Emerging Growth Company

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

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

non-emerging

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

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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

Offering Costs

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

19,652,845

in offering costs were incurred. Of these offering costs $

18,292,144

were related to the Initial Public Offering and charged to shareholders’ equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $

1,335,171

and $

25,530

, respectively, and expensed at the date of Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, the 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption	$	345,000,000

Warrant Liabilities

The Company accounts for the warrants in accordance with the guidance contained in ASC815-40under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statement of operations. The Public Warrants (as defined in Note 4) for periods where no observable traded price was available were valued using the Binomial Lattice Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants are valued using the Black Scholes Option Pricing Model as of the Initial Public Offering and based on the observed price for Public Warrants as of September 30, 2021.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,”

which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Ordinary Share

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

mber of ordinary shares outstanding for the period. The Company applies the

two-class

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

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

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


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from August 18, 2020 (Inception)Through September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	3,935,278	$	983,820	$	10,708,505	$	2,911,468	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000		8,625,000		31,329,044		8,517,857		—		7,500,000
Basic and diluted net loss per ordinary share	$	0.11	$	0.11	$	0.34	$	0.34	$	—	$	—

Concentration of Credit Risk

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (Note 10).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

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

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)2020-06,

Debt – Debt with Conversion and Other Options

(Subtopic470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic815-40)

(“ASU2020-06”)

to simplify accounting for certain financial instruments. ASU2020-06eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU2020-06amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU2020-06is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU2020-06would have on its financial position, results of operations or cash flows.

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2021
Equity [Abstract]
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,400,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. As a result of the difference in fair value of $1.42 per share of the Private Placement Warrants and the purchase of $1.00 per share, the Company recorded a charge of $3,948,000 as of the date of the Private Placement which is included in the condensed statement of operations for the nine months ended September 30, 2021.

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 In August 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On January 13, 2021, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellation for no consideration. On January 21, 2021, the Company effected a share capitalization of 1,437,500 shares, resulting in an aggregate of 8,625,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and capitalization. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On September 25, 2020, the Sponsor transferred 25,000 Class B ordinary shares to each of the independent directors. On March 8, 2021, the Sponsor transferred 25,000 Class B ordinary shares to an additional independent director. Subsequent to these transfers, the Sponsor held 8,550,000 Class B ordinary shares. Administrative Services Agreement Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30,2021, the Company incurred $30,000 and $83,226, respectively, in fees for these services, of which $10,000 is included in accrued expenses in the accompanying condensed balance sheet as of September 30, 2021. Promissory Note – Related Party On August 24, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $114,031 was repaid on January 25, 2021. The Company is unable to borrow any future amounts against this note. Related Party Loans In order to finance transaction costs in connection with a 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 a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments	9 Months Ended
Commitments	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of theCOVID-19pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholder Rights Pursuant to a registration and shareholders rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Class A Ordinary Shares Subject To Possible Redemption	9 Months Ended
Class A Ordinary Shares Subject To Possible Redemption	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject To Possible Redemption	NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption which are presented as temporary equity. At December 31, 2020, there were no Class A ordinary shares issued or outstanding.

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 9. SHAREHOLDERS’ EQUITY Preference Shares – The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class B Ordinary Shares – The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 8,625,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law and except that (i) prior to Business Combination, only Class B shares have the right to vote on the appointment of directors and (ii) in a vote to continue the company in a jurisdiction outside the Cayman Islands, holders of Class B shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) 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 a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
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-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
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-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
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+ Details

Warrants

9 Months Ended

Sep. 30, 2021

Warrants Disclosure [Abstract]

Warrants

NOTE 10. WARRANTS

As of September 30, 2021, there are 17,250,000 Public Warrants outstanding and 9,400,000 Private Placement Warrants outstanding. There were no warrants outstanding as of December 31,

2020. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Cla

s A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00

Once the

warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

30-trading

day

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

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

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

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

•

in whole and not in part;

•

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

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the

30-trading

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

•

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

30-trading

day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its 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 Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

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

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 11. FAIR VALUE MEASUREMENTS

At September 30, 2021, assets held in the Trust Account were comprised of $345,061,806 in money market funds invested in U.S. Treasury securities. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account.

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.


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

Cash and investments held in Trust Account	$	345,061,806	$	345,061,806
Liabilities:
Warrant Liability – Public Warrants	$	10,539,750	$	10,539,750	$	—	$	—
Warrant Liability – Private Placement Warrants	$	5,743,400	$	—	$	5,743,400	$	—

The warrants were accounted for as liabilities in accordance with ASC815-40and are presented within warrant liabilities on our accompanying condensed balance sheet as of September 30, 2021. The warrant liabilities were 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 statements of operations.

The Private Placement Warrants were valued using the Black Scholes Option Pricing Model as of January 26, 2021. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pri

ing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. At September 30, 2021 the Private Placement Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market.

The Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs and are classified as Level 1 as of September 30, 2021.

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


	Private Placement			Public			Warrant Liabilities

Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 26, 2021		13,348,000			23,460,000			36,808,000
Change in valuation inputs or other assumptions		(8,366,000	)		(14,317,500	)		(22,683,500	)
Transfer to Level 1		—			(9,142,500	)		(9,142,500	)

Fair value as of March 31, 2021		4,982,000			—			4,982,000
Change in fair value		2,644,941			—			2,644,941

Fair value as of June 30, 2021	$	7,626,941		$	—		$	7,626,941
Change in fair value		(1,883,541	)		—			(1,883,541	)
Transfer to Level 2		(5,743,400	)		—			(5,743,400	)

Fair value as of September 30, 2021	$	—		$	—		$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $9,142,500. The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the nine months ended September 30, 2021 was $5,743,400.

- 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 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Form10-Q

and Article 8 of Regulation

S-X

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Offering Costs

19,652,845

in offering costs were incurred. Of these offering costs $

18,292,144

were related to the Initial Public Offering and charged to shareholders’ equity. Offering costs allocable to Public Warrants and Private Placement Warrants were $

1,335,171

and $

25,530

, respectively, and expensed at the date of Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

paid-in

capital and accumulated deficit.

At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption	$	345,000,000

Warrant Liability

Warrant Liabilities

re-measurement

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,”

Net Income (Loss) per Ordinary Share

mber of ordinary shares outstanding for the period. The Company applies the

two-class

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


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from August 18, 2020 (Inception)Through September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	3,935,278	$	983,820	$	10,708,505	$	2,911,468	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000		8,625,000		31,329,044		8,517,857		—		7,500,000
Basic and diluted net loss per ordinary share	$	0.11	$	0.11	$	0.34	$	0.34	$	—	$	—

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”)2020-06,

Debt – Debt with Conversion and Other Options

(Subtopic470-20)

and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic815-40)

(“ASU2020-06”)

if-converted

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Summary of Restatement of Previously Issued Financial Statements

The impact of the revision on the Company’s financial statements is reflected in the following table:


	As Previously Reported			Adjustment			As Restated
Condensed Balance Sheet as of March 31, 2021 (unaudited)
Class A ordinary shares subject to possible redemption	$	315,174,179		$	29,825,821		$	345,000,000
Class A ordinary shares	$	298		$	(298	)	$	—
Additional paid-in capital	$	—		$	—		$	—
Retained earnings / (Accumulated deficit)	$	4,998,847		$	(29,825,523	)	$	(24,826,676	)
Total shareholders’ equity (deficit)	$	5,000,008		$	(29,825,821	)	$	(24,825,813	)
Number of shares subject to redemption		31,517,418			2,982,582			34,500,000
Condensed Balance Sheet as of June 30, 2021 (unaudited)
Class A ordinary shares subject to possible redemption	$	306,957,160		$	38,042,840		$	345,000,000
Class A ordinary shares	$	380		$	(380	)	$	—
Additional paid-in capital	$	—		$	—		$	—
Retained earnings / (Accumulated deficit)	$	4,998,764		$	(38,042,460	)	$	(33,043,696	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(38,042,840	)	$	(33,042,833	)
Number of shares subject to redemption		30,695,716			3,804,284			34,500,000
Condensed Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (unaudited)
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses	$	303,247,857		$	(303,247,857	)	$	—
Class A ordinary shares subject to redemption	$	(315,174,179	)	$	315,174,179		$	—
Accretion for Class A ordinary shares to redemption amount	$	—		$	(41,752,143	)	$	(41,752,143	)
Condensed Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (unaudited)
Change in value of Class A ordinary shares subject to redemption	$	8,217,019		$	(8,217,019	)	$	—
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	292,947,562		$	52,052,440		$	345,000,000
Change in value of Class A ordinary shares subject to possible redemption	$	22,226,619		$	(22,226,619	)	$	—
Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	292,947,560		$	52,052,440		$	345,000,000
Change in value of Class A ordinary shares subject to possible redemption	$	14,009,600		$	(14,009,600	)	$	—
Statement of Operations for the three months ended March 31, 2021 (unaudited)
Weighted average shares outstanding, Class A ordinary shares		34,500,000			(9,966,667	)		24,533,333
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.52		$	0.52
Weighted average shares outstanding, Class B ordinary shares		8,300,000			—			8,300,000
Basic and diluted net loss per share, Class B ordinary shares	$	2.03		$	(1.51	)	$	0.52
Statement of Operations for the three months ended June 30, 2021 (unaudited)
Weighted average shares outstanding, Class A ordinary shares		34,500,000			—			34,500,000
Basic and diluted net income per share, Class A ordinary shares	$	—		$	(0.19	)	$	(0.19	)
Weighted average shares outstanding, Class B ordinary shares		—			8,625,000			8,625,000
Basic and diluted net loss per share, Class B ordinary shares	$	—		$	(0.19	)	$	(0.19	)
Non-Redeemable Class B Ordinary Shares, Basic		8,625,000			(8,625,000	)		—
Earnings/Basic Non-Redeemable Class B Ordinary Shares	$	(0.96	)	$	0.96		$	—
Non-Redeemable Class B Ordinary Shares, Diluted		8,625,000			8,625,000			—
Earnings/Diluted Non-Redeemable Class B Ordinary Shares	$	(0.96	)	$	0.96		$	—
Statement of Operation for The Period from January 13, 2021 (Inception) Through June 30, 2021
Weighted average shares outstanding, Class A ordinary shares		34,500,000			(4,955,801	)		29,544,199
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.23		$	0.23
Weighted average shares outstanding, Class B ordinary shares		—			8,463,398			8,463,398
Basic and diluted net loss per share, Class B ordinary shares	$	—		$	0.23		$	0.23
Non-Redeemable Class B Ordinary Shares, Basic		8,463,398			(8,463,398	)		—
Earnings/Basic Non-Redeemable Class B Ordinary Shares	$	1.02		$	(1.02	)	$	—
Non-Redeemable Class B Ordinary Shares, Diluted		8,625,000			(8,625,000	)		—
Earnings/Diluted Non-Redeemable Class B Ordinary Shares	$	1.00		$	(1.00	)	$	—

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Reconciliation of Ordinary Shares Reflected In Balance Sheet

At September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(23,460,000	)
Class A ordinary shares issuance costs		(18,292,143	)
Plus:
Accretion of carrying value to redemption value		41,752,143

Class A ordinary shares subject to possible redemption	$	345,000,000

Summary of Basic and Diluted Net Income Per Share

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


	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				For the Period from August 18, 2020 (Inception)Through September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	3,935,278	$	983,820	$	10,708,505	$	2,911,468	$	—	$	—
Denominator:
Basic and diluted weighted average shares outstanding		34,500,000		8,625,000		31,329,044		8,517,857		—		7,500,000
Basic and diluted net loss per ordinary share	$	0.11	$	0.11	$	0.34	$	0.34	$	—	$	—

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of Fair Value Recurring Basis

The following table

presents information about the Company’s


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

Cash and investments held in Trust Account	$	345,061,806	$	345,061,806
Liabilities:
Warrant Liability – Public Warrants	$	10,539,750	$	10,539,750	$	—	$	—
Warrant Liability – Private Placement Warrants	$	5,743,400	$	—	$	5,743,400	$	—

Summary of Fair Value Reconciliation

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


	Private Placement			Public			Warrant Liabilities

Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 26, 2021		13,348,000			23,460,000			36,808,000
Change in valuation inputs or other assumptions		(8,366,000	)		(14,317,500	)		(22,683,500	)
Transfer to Level 1		—			(9,142,500	)		(9,142,500	)

Fair value as of March 31, 2021		4,982,000			—			4,982,000
Change in fair value		2,644,941			—			2,644,941

Fair value as of June 30, 2021	$	7,626,941		$	—		$	7,626,941
Change in fair value		(1,883,541	)		—			(1,883,541	)
Transfer to Level 2		(5,743,400	)		—			(5,743,400	)

Fair value as of September 30, 2021	$	—		$	—		$	—

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		3 Months Ended	9 Months Ended
	Jan. 26, 2021	Sep. 30, 2021	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Transaction costs			$ 19,652,845
Underwriting fees			6,900,000
Deferred underwriting fees			12,075,000
Other offering costs			677,845
Cash held in the Trust Account		$ 345,061,806	$ 345,061,806
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes			80.00%
Equity method investment ownership percentage		50.00%	50.00%
Percentage of public shareholding redeemable in case the business combination does not occur			100.00%
Estimated liquidation expenses		$ 100,000	$ 100,000
Cash		250,101	250,101
Working Capital		155,359	155,359
Interest earned on marketable securities held in Trust Account		4,440	61,806
Sponsor
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Interest earned on marketable securities held in Trust Account			61,800
Business Combination
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Business Combination, Net tangible assets		$ 5,000,001	$ 5,000,001
Percentage of public shareholding eligible for redemption without prior consent			15.00%
Percentage of public shareholding eligible for redemption on non occurrence of business combination			100.00%
Business acquisition, share price		$ 10.00	$ 10.00
Assets Held In Trust
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Shares issued price per share	$ 10.00
Proceeds from issuance of warrants	$ 345,000,000
Restricted investments term	185 days
Per share amount to be maintained in the trust account			10.00
Assets Held In Trust \| Sponsor
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Per share amount to be maintained in the trust account			10.00
Per share amount of assets available for distribution			$ 10.00
Private Placement
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares			9,400,000
Shares issued price per share		1.00	$ 1.00
Gross proceeds from initial public offering			$ 9,400,000
Class A Ordinary Shares
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from issuance of warrants			$ 23,460,000
Class A Ordinary Shares \| IPO
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	34,500,000		34,500,000
Shares issued price per share	$ 10.00	$ 10.00	$ 10.00
Gross proceeds from initial public offering	$ 345,000,000
Class A Ordinary Shares \| Over-Allotment Option
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	4,500,000		4,500,000

Restatement of Previously Issued Financial Statements - Summary of Restatement of Previously Issued Financial Statements (Detail) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Aug. 17, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	$ 345,000,000
Additional paid-in capital				$ 24,137
Retained earnings / (Accumulated deficit)	(28,124,598)			(16,565)
Total Shareholders' equity (Deficit)	(28,123,735)	$ (33,042,833)	$ (24,825,813)	8,435	$ 12,564	$ 0
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		0	0
Retained earnings / (Accumulated deficit)		4,998,764	4,998,847
Total Shareholders' equity (Deficit)		$ 5,000,007	$ 5,000,008
Number of shares subject to redemption		30,695,716	31,517,418
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		$ 0	$ 0
Retained earnings / (Accumulated deficit)		(38,042,460)	(29,825,523)
Total Shareholders' equity (Deficit)		$ (38,042,840)	$ (29,825,821)
Number of shares subject to redemption		3,804,284	2,982,582
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		$ 0	$ 0
Retained earnings / (Accumulated deficit)		(33,043,696)	(24,826,676)
Total Shareholders' equity (Deficit)		$ (33,042,833)	$ (24,825,813)
Number of shares subject to redemption		34,500,000	34,500,000
Class A Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares
Number of shares subject to redemption	34,500,000			0
Class A Ordinary Shares \| Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		$ 306,957,160	$ 315,174,179
Class A ordinary shares		380	298
Class A Ordinary Shares \| Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		38,042,840	29,825,821
Class A ordinary shares		(380)	(298)
Class A Ordinary Shares \| As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		345,000,000	345,000,000
Class A ordinary shares		$ 0	$ 0

Restatement of Previously Issued Financial Statements - Summary of Impact of Restatement on Changes in Stockholders Equity (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion for Class A ordinary shares to redemption amount		$ (41,752,143)
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses		303,247,857
Previously Reported \| Class A Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to redemption		(315,174,179)
Accretion for Class A ordinary shares to redemption amount		0
Change in value of Class A ordinary shares subject to redemption	$ 8,217,019
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses		(303,247,857)
Adjustment \| Class A Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to redemption		315,174,179
Accretion for Class A ordinary shares to redemption amount		(41,752,143)
Change in value of Class A ordinary shares subject to redemption	(8,217,019)
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 34,500,000 Units, net of underwriting discounts and offering expenses		0
As Restated \| Class A Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to redemption		0
Accretion for Class A ordinary shares to redemption amount		$ (41,752,143)
Change in value of Class A ordinary shares subject to redemption	$ 0

Restatement of Previously Issued Financial Statements - Summary of Impact of Restatement on Changes in Stockholders Equity (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2021 shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock shares issued during the period shares	34,500,000

Restatement of Previously Issued Financial Statements - Summary of Impact of Restatement on the Statement of Cash Flows (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption			$ 345,000,000
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	$ 292,947,560	$ 292,947,562
Change in value of Class A ordinary shares subject to possible redemption	14,009,600	22,226,619
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	52,052,440	52,052,440
Change in value of Class A ordinary shares subject to possible redemption	(14,009,600)	(22,226,619)
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial classification of Class A ordinary shares subject to possible redemption	345,000,000	345,000,000
Change in value of Class A ordinary shares subject to possible redemption	$ 0	$ 0

Restatement of Previously Issued Financial Statements - Summary of Impact of Restatement on the Statement of Operation (Detail) - $ / shares	1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding	0	34,500,000				31,329,044
Basic and diluted net income per share	$ 0	$ 0.11				$ 0.34
Class B Ordinary Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding	7,500,000	8,625,000				8,517,857
Basic and diluted net income per share	$ 0	$ 0.11				$ 0.34
Previously Reported \| Class A Ordinary Shares \| Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			34,500,000	34,500,000	34,500,000
Basic and diluted net income per share			$ 0	$ 0	$ 0
Previously Reported \| Class B Ordinary Shares \| Not Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			0	8,300,000	0
Basic and diluted net income per share			$ 0	$ 2.03	$ 0
Non-Redeemable Class B Ordinary Shares, Basic			8,625,000		8,463,398
Earnings/Basic Non-Redeemable Class B Ordinary Shares			$ (0.96)		$ 1.02
Non-Redeemable Class B Ordinary Shares, Diluted			8,625,000		8,625,000
Earnings/Diluted Non-Redeemable Class B Ordinary Shares			$ (0.96)		$ 1.00
Adjustment \| Class A Ordinary Shares \| Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			0	(9,966,667)	(4,955,801)
Basic and diluted net income per share			$ (0.19)	$ 0.52	$ 0.23
Adjustment \| Class B Ordinary Shares \| Not Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			8,625,000	0	8,463,398
Basic and diluted net income per share			$ (0.19)	$ (1.51)	$ 0.23
Non-Redeemable Class B Ordinary Shares, Basic			(8,625,000)		(8,463,398)
Earnings/Basic Non-Redeemable Class B Ordinary Shares			$ 0.96		$ (1.02)
Non-Redeemable Class B Ordinary Shares, Diluted			8,625,000		(8,625,000)
Earnings/Diluted Non-Redeemable Class B Ordinary Shares			$ 0.96		$ (1.00)
As Restated \| Class A Ordinary Shares \| Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			34,500,000	24,533,333	29,544,199
Basic and diluted net income per share			$ (0.19)	$ 0.52	$ 0.23
As Restated \| Class B Ordinary Shares \| Not Subject To Possible Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Basic and diluted weighted average shares outstanding			8,625,000	8,300,000	8,463,398
Basic and diluted net income per share			$ (0.19)	$ 0.52	$ 0.23
Non-Redeemable Class B Ordinary Shares, Basic			0		0
Earnings/Basic Non-Redeemable Class B Ordinary Shares			$ 0		$ 0
Non-Redeemable Class B Ordinary Shares, Diluted			0		0
Earnings/Diluted Non-Redeemable Class B Ordinary Shares			$ 0		$ 0

Restatement of Previously Issued Financial Statements - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($)
Minimum [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum tabgible assets for business combination	$ 5,000,001

Summary of Significant Accounting Policies - Summary of Reconciliation of Ordinary Shares Reflected In Balance Sheet (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items]
Gross proceeds	$ 338,100,000
Less:
Class A ordinary shares issuance costs	(543,813)
Plus:
Class A ordinary shares subject to possible redemption	345,000,000
Common Class A [Member]
Schedule Of Reconciliation Of Ordinary Shares Reflected In Balance Sheet [Line Items]
Gross proceeds	345,000,000
Less:
Proceeds allocated to Public Warrants	(23,460,000)
Class A ordinary shares issuance costs	(18,292,143)
Plus:
Accretion of carrying value to redemption value	$ 41,752,143

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Common Class A [Member]
Numerator:
Allocation of net loss, as adjusted	$ 0	$ 3,935,278	$ 10,708,505
Denominator:
Basic and diluted weighted average shares outstanding	0	34,500,000	31,329,044
Basic and diluted net loss per ordinary share	$ 0	$ 0.11	$ 0.34
Common Class B [Member]
Numerator:
Allocation of net loss, as adjusted	$ 0	$ 983,820	$ 2,911,468
Denominator:
Basic and diluted weighted average shares outstanding	7,500,000	8,625,000	8,517,857
Basic and diluted net loss per ordinary share	$ 0	$ 0.11	$ 0.34

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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-Paragraph 11
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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-Paragraph 60B
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Cash federal depository insurance coverage	$ 250,000
Offering costs	19,652,845
IPO
Offering costs	18,292,144
Public Warrants
Offering costs	1,335,171
Private Placement Warrants
Offering costs	$ 25,530
Class A Ordinary Shares
Shares subject to possible redemption	34,500,000	0

Initial Public Offering - Additional Information (Detail) - $ / shares		9 Months Ended
	Jan. 26, 2021	Sep. 30, 2021
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.50
Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis		one
Class A Common stock \| Public Warrants
Disclosure Of Initial Public Offer [Line Items]
Common Stock, Conversion Basis		one-half of one
Number of shares entitlement per warrant		1
Exercise price of warrants		$ 11.50
IPO \| Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares	34,500,000	34,500,000
Shares issued price per share	$ 10.00	$ 10.00
Over-Allotment Option \| Class A Common stock
Disclosure Of Initial Public Offer [Line Items]
Stock issued during period shares	4,500,000	4,500,000

Private Placement - Additional Information (Detail)	3 Months Ended	9 Months Ended
Private Placement - Additional Information (Detail)	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares shares
Exercise price of warrants	$ 11.50	$ 11.50
Purchase price	$ 1.00	$ 1.00
Change in fair value of derivative liability \| $	$ (5,338,716)	$ (20,542,100)
Private Placement Warrants
Private Placement warrants fair value per share	$ 1.42	$ 1.42
Private Placement
Change in fair value of derivative liability \| $		$ 3,948,000
Private Placement \| Sponsor
Stock issued during period shares \| shares		9,400,000
Shares issued price per share	$ 1.00	$ 1.00
Gross proceeds from initial public offering \| $		$ 9,400,000

Related Party Transactions - Additional Information (Detail) - USD ($)							1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 08, 2021	Jan. 25, 2021	Jan. 21, 2021	Jan. 13, 2021	Sep. 25, 2020	Aug. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Aug. 24, 2020
Related Party Transaction [Line Items]
Value of stock issued to sponsor							$ 25,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued by the company			1,437,500
Common stock, shares outstanding								8,625,000	8,625,000	8,625,000
Sponsor
Related Party Transaction [Line Items]
Percentage of shareholding by initial shareholders after the IPO			20.00%
Lock in period of shares			1 year
Share price			$ 12.00
Number of specific trading days for determining share price			20 days
Total number of trading days for determining the share price			30 days
Period from business combination for which closing price of share is considered			150 days
Sponsor \| Administrative Services Agreement
Related Party Transaction [Line Items]
Administrative services agreement amount			$ 10,000
Related party transaction, selling, general and administrative expenses from transactions with related Party								$ 30,000	$ 83,226
Sponsor \| Administrative Services Agreement \| Accrued Liabilities
Related Party Transaction [Line Items]
Administrative services amount payable to sponsor								$ 10,000	$ 10,000
Sponsor \| Issue of Promissory Note To The Sponsor \| Promissory Note
Related Party Transaction [Line Items]
Debt Instrument, Face Amount											$ 300,000
Debt Instrument, Repurchase Amount		$ 114,031
Debt Instrument, Maturity Date		Mar. 31, 2021
Debt Instrument, Payment Terms			January 25, 2021
Sponsor \| Subject to Underwriters Exercising of Over Allotment option
Related Party Transaction [Line Items]
Number of sponsor shares subject to forfeiture			1,125,000
Sponsor \| Business Combination \| Financing of Business Combination Transaction Costs
Related Party Transaction [Line Items]
Debt instrument conversion price per share								$ 1.00	$ 1.00
Working capital loans								$ 0	$ 0	$ 0
Working capital loans convertible into equity warrants value									$ 1,500,000
Sponsor \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding	8,550,000		8,625,000
Sponsor \| Class B Ordinary Shares \| Founder Shares
Related Party Transaction [Line Items]
Value of stock issued to sponsor						$ 25,000
Number of stock issued to sponsor						8,625,000
Number of shares surrendered by the sponsor				1,437,500
Sponsor \| Class B Ordinary Shares \| Independent Directors
Related Party Transaction [Line Items]
Number of shares transferred by related party					25,000
Sponsor \| Class B Ordinary Shares \| Additional Independent Director
Related Party Transaction [Line Items]
Number of shares transferred by related party	25,000

Commitments - Additional Information (Detail)	Sep. 30, 2021 USD ($) $ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting fee per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable \| $	$ 12,075,000

Class A Ordinary Shares Subject To Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Temporary equity shares authorized	500,000,000	500,000,000
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares issued	34,500,000	0
Temporary equity shares outstanding	34,500,000	0

Stockholders' Equity - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, threshold percentage on conversion of shares After Completion Of IPO	20.00%
Class B Ordinary Shares
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock Voting Rights	one vote for each share
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Warrants - Additional Information (Detail) - $ / shares		9 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Ordinary Shares \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 9.20	$ 9.20
Number of consecutive trading days for determining share price		20 days
Percentage of capital raised for business combination to total equity proceeds	60.00%	60.00%
Share Price More Than Or Equals To USD 18.00
Warrant Disclosure [Line Items]
Share price	$ 18.00	$ 18.00
Class of warrants, redemption price per unit	$ 0.01	$ 0.01
Class of warrants, redemption notice period	30 days	30 days
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Share Price More Than Or Equals To USD 18.00 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 18.00	$ 18.00
Class of warrant or right, redemption price adjustment percentage	180.00%	180.00%
Share Price More Than Or Equals To USD 10.00
Warrant Disclosure [Line Items]
Share price	$ 10.00	$ 10.00
Class of warrants, redemption price per unit	0.10	$ 0.10
Class of warrants, redemption notice period		30 days
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Share Price More Than Or Equals To USD 10.00 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	10.00	$ 10.00
Share Price Less Than Or Equals To USD 9.20 \| Class A Ordinary Shares
Warrant Disclosure [Line Items]
Share price	$ 9.20	$ 9.20
Class of warrant or right, redemption price adjustment percentage	115.00%	115.00%
Public Warrants
Warrant Disclosure [Line Items]
Number of warrants or rights outstanding	17,250,000	17,250,000	0
Warrants exercisable term from the date of completion of business combination		30 days
Minimum lock In period For SEC Registration From Date Of Business Combination		20 days
Minimum lock In period to become effective after the closing of the initial Business Combination		60 days
Private Placement Warrants
Warrant Disclosure [Line Items]
Number of warrants or rights outstanding	9,400,000	9,400,000	0

Fair Value Measurements - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Fair Value Disclosures [Line Items]
Marketable securities held in Trust Account	$ 345,061,806	$ 345,061,806
Withdrawal of interest income from the Trust Account	0	0
Private Placement Warrants [Member]
Fair Value Disclosures [Line Items]
Fair value measurement assets and liabilities transfer out of level 3		5,743,400
Fair Value, Recurring
Fair Value Disclosures [Line Items]
Marketable securities held in Trust Account	345,061,806	345,061,806
Fair Value, Recurring \| Public Warrants
Fair Value Disclosures [Line Items]
Warrant Liability	9,142,500	9,142,500
US Treasury Securities
Fair Value Disclosures [Line Items]
Marketable securities held in Trust Account	$ 345,061,806	$ 345,061,806

Fair Value Measurements - Summary of Fair Value Assets And Liabilities Measured On Recurring Basis (Detail)	Sep. 30, 2021 USD ($)
Assets:
Cash and investments held in Trust Account	$ 345,061,806
Fair Value, Recurring
Assets:
Cash and investments held in Trust Account	345,061,806
Fair Value, Recurring \| Public Warrants
Liabilities:
Warrant Liability	10,539,750
Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	5,743,400
Level 1 \| Fair Value, Recurring
Assets:
Cash and investments held in Trust Account	345,061,806
Level 1 \| Fair Value, Recurring \| Public Warrants
Liabilities:
Warrant Liability	10,539,750
Level 2 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	5,743,400
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability	$ 0

Fair Value Measurements - Summary of Fair Value Reconciliation (Detail) - Fair Value, Recurring - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 7,626,941	$ 4,982,000	$ 0
Initial measurement			36,808,000
Change in valuation inputs or other assumptions			(22,683,500)
Transfer To Level 1			(9,142,500)
Change in fair value	(1,883,541)	2,644,941
Transfer to Level 2	(5,743,400)
Ending balance	0	7,626,941	4,982,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	7,626,941	4,982,000	0
Initial measurement			13,348,000
Change in valuation inputs or other assumptions			(8,366,000)
Transfer To Level 1			0
Change in fair value	(1,883,541)	2,644,941
Transfer to Level 2	(5,743,400)
Ending balance	0	7,626,941	4,982,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	0	0	0
Initial measurement			23,460,000
Change in valuation inputs or other assumptions			(14,317,500)
Transfer To Level 1			(9,142,500)
Change in fair value	0	0
Transfer to Level 2	0
Ending balance	$ 0	$ 0	$ 0