System1 (SST) S-4/A 16 Dec 21 Registration of securities issued in business combination transactions (amended) Financial data

COVER

COVER	9 Months Ended
	Sep. 30, 2021
Cover [Abstract]
Document Type	S-4/A
Amendment Flag	false
Entity Registrant Name	Trebia Acquisition Corp.
Entity Central Index Key	0001805833
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Small Business	true
Entity Emerging Growth Company	true

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 177,107	$ 843,643
Prepaid Expenses	121,875	209,790
Total Current Assets	298,982	1,053,433
Cash held in Trust Account	517,500,000	517,500,000
TOTAL ASSETS	517,798,982	518,553,433
Current Liabilities
Accounts Payable and Accrued Expenses	2,155,565	613,050
Promissory note - related party	450,000	0
Total Current Liabilities	2,605,565	613,050
Warrant Liability	36,950,834	53,005,335
FPA Liability	0	10,654,540
Deferred Underwriting Fee Payable	18,112,500	18,112,500
Total Liabilities	57,668,899	82,385,425
Commitments
Shareholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding	0	0
Additional paid-in capital		0
Accumulated deficit	(57,371,211)	(81,333,286)
Total Shareholders' Deficit	(57,369,917)	(81,331,992)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	517,798,982	518,553,433
Previously Reported [Member]
Shareholders' Deficit
Accumulated deficit		(81,333,286)
Total Shareholders' Deficit		(81,331,992)
Class A ordinary shares
Current Liabilities
Class A Ordinary Shares subject to possible redemption, 51,750,000 shares at redemption value at September 30, 2021 and December 31, 2020	517,500,000	517,500,000
Shareholders' Deficit
Ordinary shares	0	0
Class A ordinary shares | Previously Reported [Member]
Current Liabilities
Class A Ordinary Shares subject to possible redemption, 51,750,000 shares at redemption value at September 30, 2021 and December 31, 2020		517,500,000
Class B ordinary shares
Shareholders' Deficit
Ordinary shares	$ 1,294	$ 1,294

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Shares subject to possible redemption	51,750,000	51,750,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	400,000,000	400,000,000
Ordinary shares, shares issued	51,750,000	0
Ordinary shares, shares outstanding	51,750,000	0
Class A ordinary shares | Previously Reported [Member]
Shares subject to possible redemption		51,750,000
Class A ordinary shares | Not subject to redemption [Member]
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	40,000,000	40,000,000
Ordinary shares, shares issued	12,937,500	12,937,500
Ordinary shares, shares outstanding	12,937,500	12,937,500

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Formation and operating costs	$ 780,811	$ 173,155	$ 210,021	$ 2,746,966	$ 806,028
Loss from operations	(780,811)	(173,155)	(210,021)	(2,746,966)	(806,028)
Other income (expense):
Transaction costs allocated to warrant and FPA liabilities		0	(1,381,051)		(1,381,051)
Change in fair value of warrant liability	6,880,500	1,529,000	(2,548,333)	16,054,501	(17,328,667)
Loss on change in fair value of FPA liability					(10,399,002)
Change in fair value of FPA liability		(2,299,616)	(5,293,037)	7,494,372	(10,399,002)
Gain on termination of FPA	0			3,160,168
Other income (expense), net	6,880,500	(770,616)	(9,222,421)	26,709,041
Net income (loss)	$ 6,099,689	$ (943,771)	$ (9,432,442)	$ 23,962,075	$ (29,914,748)
Non-redeemable Ordinary Shares
Other income (expense):
Weighted average shares outstanding, basic and diluted	12,937,500	12,937,500	11,999,192	12,937,500
Basic and diluted net (loss) income per non-redeemable ordinary share	$ 0.09	$ (0.01)	$ (0.27)	$ 0.37
Class A ordinary shares subject to possible redemption
Other income (expense):
Weighted average shares outstanding, basic and diluted	51,750,000	51,750,000	22,975,216	51,750,000	31,145,833
Basic and diluted net (loss) income per non-redeemable ordinary share					$ (0.69)
Basic and diluted weighted average non-redeemable ordinary shares outstanding	0.09	(0.01)	(0.27)	0.37
Class B ordinary shares
Other income (expense):
Net income (loss)					$ (8,452,217)
Weighted average shares outstanding, basic and diluted	12,937,500	12,937,500	11,999,192	12,937,500	12,265,625
Basic and diluted net (loss) income per non-redeemable ordinary share	$ 0.09	$ (0.01)	$ (0.27)	$ 0.37	$ (0.69)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A ordinary shares	Class A ordinary sharesOrdinary Shares	Class B ordinary shares	Class B ordinary sharesOrdinary Shares
Balance at the beginning at Feb. 10, 2020	$ 0	$ 0	$ 0		$ 0		$ 0
Balance at the beginning (in shares) at Feb. 10, 2020					0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to BGPT Trebia LP	25,000	23,706					$ 1,294
Issuance of Class B ordinary shares to BGPT Trebia LP (in shares)							12,937,500
Net income (loss)	(4,984)		(4,984)
Balance at the end at Mar. 31, 2020	20,016	23,706	(4,984)				$ 1,294
Balance at the end (in shares) at Mar. 31, 2020							12,937,500
Balance at the beginning at Feb. 10, 2020	0	0	0		$ 0		$ 0
Balance at the beginning (in shares) at Feb. 10, 2020					0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(9,432,442)
Balance at the end at Sep. 30, 2020	(60,849,686)	0	(60,850,980)		$ 0		$ 1,294
Balance at the end (in shares) at Sep. 30, 2020					0		12,937,500
Balance at the beginning at Feb. 10, 2020	0	0	0		$ 0		$ 0
Balance at the beginning (in shares) at Feb. 10, 2020					0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to BGPT Trebia LP	25,000	23,706					$ 1,294
Issuance of Class B ordinary shares to BGPT Trebia LP (in shares)							12,937,500
Contribution in excess of fair value of private placement warrants	823,332	823,332
Net income (loss)	(29,914,748)		(29,914,748)	$ (21,462,531)		$ (8,452,217)
Accretion of Class A shares to redemption value	(52,265,576)	(847,038)	(51,418,538)
Balance at the end at Dec. 31, 2020	(81,331,992)	0	(81,333,286)		$ 0		$ 1,294
Balance at the end (in shares) at Dec. 31, 2020					0		12,937,500
Balance at the beginning at Mar. 31, 2020	20,016	23,706	(4,984)				$ 1,294
Balance at the beginning (in shares) at Mar. 31, 2020							12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Contribution in excess of fair value of private placement warrants	823,332	823,332
Accretion to shares subject to redemption	(52,265,576)	(847,038)	(51,418,538)
Net income (loss)	(8,483,687)		(8,483,687)
Balance at the end at Jun. 30, 2020	(59,905,915)	0	(59,907,209)				$ 1,294
Balance at the end (in shares) at Jun. 30, 2020							12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(943,771)		(943,771)
Balance at the end at Sep. 30, 2020	(60,849,686)	0	(60,850,980)		$ 0		$ 1,294
Balance at the end (in shares) at Sep. 30, 2020					0		12,937,500
Balance at the beginning at Dec. 31, 2020	(81,331,992)	0	(81,333,286)		$ 0		$ 1,294
Balance at the beginning (in shares) at Dec. 31, 2020					0		12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	20,557,534		20,557,534
Balance at the end at Mar. 31, 2021	(60,774,458)	0	(60,775,752)				$ 1,294
Balance at the end (in shares) at Mar. 31, 2021							12,937,500
Balance at the beginning at Dec. 31, 2020	(81,331,992)	0	(81,333,286)		$ 0		$ 1,294
Balance at the beginning (in shares) at Dec. 31, 2020					0		12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	23,962,075
Balance at the end at Sep. 30, 2021	(57,369,917)	0	(57,371,211)		$ 0		$ 1,294
Balance at the end (in shares) at Sep. 30, 2021					0		12,937,500
Balance at the beginning at Mar. 31, 2021	(60,774,458)	0	(60,775,752)				$ 1,294
Balance at the beginning (in shares) at Mar. 31, 2021							12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(2,695,148)		(2,695,148)
Balance at the end at Jun. 30, 2021	(63,469,606)	0	(63,470,900)				$ 1,294
Balance at the end (in shares) at Jun. 30, 2021							12,937,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	6,099,689		6,099,689
Balance at the end at Sep. 30, 2021	$ (57,369,917)	$ 0	$ (57,371,211)		$ 0		$ 1,294
Balance at the end (in shares) at Sep. 30, 2021					0		12,937,500

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Cash Flows from Operating Activities
Net income (loss)	$ (9,432,442)	$ 23,962,075	$ (29,914,748)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Change in fair value of warrants	2,548,333	(16,054,501)	17,328,667
Change in fair value of FPA	5,293,037	(7,494,372)	10,399,002
Gain on termination of FPA		(3,160,168)
Transaction costs incurred in connection with IPO	1,381,051
Changes in operating assets and liabilities:
Prepaid expenses	(256,808)	87,915	(209,790)
Accrued expenses			613,050
Accounts payable and accrued expenses	110,051	1,542,515
Net cash used in operating activities	(356,778)	(1,116,536)	(402,768)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(517,500,000)		(517,500,000)
Net cash used in investing activities	(517,500,000)		(517,500,000)
Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid	507,150,000		507,150,000
Proceeds from sale of Private Placement Warrants	12,350,000	12,350,000	12,350,000
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000		25,000
Proceeds from promissory note—related party	150,000	450,000	150,000
Repayment of promissory note—related party	(150,000)		(150,000)
Payment of offering costs	(778,589)		(778,589)
Net cash provided by financing activities	518,746,411	450,000	518,746,411
Net Change in Cash	889,633	(666,536)	843,643
Cash—Beginning		843,643
Cash—Ending	889,633	$ 177,107	843,643
Supplemental disclosure of non-cash investing and financing activities:
Initial classification of Warrant Liability			35,676,668
Initial classification of FPA Liability			255,538
Initial classification of ordinary shares subject to possible redemption	517,500,000		517,500,000
Deferred underwriting fee payable	$ 18,112,500		$ 18,112,500

ORGANIZATION AND PLAN OF BUSINE

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Trebia Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 11, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements the Sponsors’ (as defined below) and management team’s background in financial services, technology, software, data, analytics, services and related areas. 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 for the period from February 11, 2020 (inception) through September 30, 2021 relates to the Company’s formation, its 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 will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on June 16, 2020. On June 19, 2020, the Company consummated the Initial Public Offering of 51,750,000 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 underwriters of the over-allotment option to purchase an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000 which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Trebia, LP, an affiliate of Trasimene Capital Management, LLC, and BGPT Trebia LP, an affiliate of Bridgeport Partners LLC (collectively the “Sponsors”), generating gross proceeds of $12,350,000, which is described in Note 5 At September 30, 2021 and December 31, 2020, cash of . Following the closing of the Initial Public Offering on June 19, 2020, an amount of $517,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and 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 meeting certain conditions of Rule 2a-7 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 completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least company owns or acquires % 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two If the Company seeks shareholder approval in connection with a Business Combination, 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 vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the 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 holders of the Company’s Founder Shares have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 written consent. The Sponsors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them 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 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 The Company will have until June 19, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7 The Sponsors have agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors 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 Sponsors 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 public accountants), 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. Going Concern As of September 30, 2021, the Company had in its operating bank accounts, in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 19, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) COVID-19	NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Trebia Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 11, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements the Sponsors’ (as defined below) and management team’s background in financial services, technology, software, data, analytics, services and related areas. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 11, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its 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 will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on June 16, 2020. On June 19, 2020, the Company consummated the Initial Public Offering of 51,750,000 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 underwriters of the over-allotment option to purchase an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Trebia, LP, an affiliate of Trasimene Capital Management, LLC, and BGPT Trebia LP, an affiliate of Bridgeport Partners LLC (collectively the “Sponsors”), generating gross proceeds of $12,350,000, which is described in Note 4. Transaction costs amounted to $29,241,089, consisting of $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting fees and $778,589 of other offering costs. Following the closing of the Initial Public Offering on June 19, 2020, an amount of $517,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 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 completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least % of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires % 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two The Company’s Class A ordinary shares subject to redemption have been recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with an initial business combination if the Company has net tangible assets of at least $ either immediately prior to or upon consummation of an initial business combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the initial business combination. If the Company seeks shareholder approval in connection with a Business Combination, 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 vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the 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 holders of the Company’s Founder Shares have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 written consent. The Sponsors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them 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 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 The Company will have until June 19, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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). The Sponsors have agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors 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 Sponsors 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 public accountants), 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 Going Concern As of December , , the Company had $ in its operating bank accounts, and working capital of $ . Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern . Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) COVID-19

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Changes and Error Corrections [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, management identified errors made in its historical financial statements where, as of December 31, 2020, the Company improperly valued its Class A ordinary shares subject to possible redemption. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity for December 31, 2020. This resulted in an adjustment to the carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculated to allocate net income (loss) on a pro-rata The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Additional paid-in $ 591,876 $ (591,876 ) $ — Accumulated deficit (53,396,448 ) 591,876 (52,804,572 ) Balance Sheet as of June 30, 2020 Additional paid-in 591,876 (591,876 ) — Accumulated deficit (60,499,085 ) 591,876 (59,907,209 ) Balance Sheet as of September 30, 2020 Additional paid-in 591,876 (591,876 ) — Accumulated deficit (61,442,856 ) 591,876 (60,850,980 ) Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 511,622,540 $ 5,877,460 $ 517,500,000 Class A ordinary shares $ 59 $ (59 ) $ — Additional paid-in $ 6,724,439 $ (6,724,439 ) $ — Accumulated deficit $ (82,180,324 ) $ 847,038 $ (81,333,286 ) Total Shareholders’ Deficit $ (75,454,532 ) $ (5,877,460 ) $ (81,331,992 ) Balance Sheet as of March 31, 2021 Additional paid-in $ 847,038 $ (847,038 ) $ — Accumulated deficit $ (61,622,790 ) $ 847,038 $ (60,775,752 ) Balance Sheet as of June 30, 2021 Additional paid-in $ 847,038 $ (847,038 ) $ — Accumulated deficit $ (64,317,938 ) $ 847,038 $ (63,470,900 ) Statement of Operations for the Period from February 11, 2020 (Inception) through June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (47,683,929 ) 4,066,071 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.55 ) $ (0.55 ) Weighted average shares outstanding, Class B ordinary shares 11,389,568 (6,979 ) 11,382,589 Basic and diluted earnings per share, Class B ordinary shares $ (0.74 ) $ 0.19 $ (0.55 ) Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (45,494,505 ) 6,255,495 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.74 ) $ 0.26 $ (0.48 ) Statement of Operations for the Period from February 11, 2020 (Inception) through September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (28,774,784 ) 22,975,216 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.27 ) $ (0.27 ) Weighted average shares outstanding, Class B ordinary shares 12,022,500 (23,308 ) 11,999,192 Basic and diluted earnings per share, Class B ordinary shares $ (0.78 ) $ 0.51 $ (0.27 ) Statement of Operations for the Three Months Ended September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 — 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ 0.00 $ (0.01 ) $ (0.01 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.07 ) $ 0.06 $ (0.01 ) Statement of Operations for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Weighted average shares outstanding, Class A ordinary shares 51,750,000 (20,604,167 ) 31,145,833 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.69 ) $ (0.69 ) Weighted average shares outstanding, Class B ordinary shares 12,288,052 (22,427 ) 12,265,625 Basic and diluted earnings per share, Class B ordinary shares $ (2.43 ) $ 1.74 $ (0.69 ) Statement of Operations for the Three Months Ended March 31, 2021 Weighted average shares outstanding, Class A ordinary shares 51,162,254 587,746 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ — $ 0.32 $ 0.32 Weighted average shares outstanding, Class B ordinary shares 13,525,246 (587,746 ) 12,937,500 Basic and diluted earnings per share, Class B ordinary shares $ 1.52 $ (1.20 ) $ 0.32 Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.04 ) $ (0.04 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.21 ) $ 0.17 $ (0.04 ) Statement of Operations for the Six Months Ended June 30, 2021 Weighted average shares outstanding, Class A ordinary shares 51,457,751 292,249 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ — $ 0.28 $ 0.28 Weighted average shares outstanding, Class B ordinary shares 13,229,749 (292,249 ) 12,937,500 Basic and diluted earnings per share, Class B ordinary shares $ 1.35 $ (1.07 ) $ 0.28 Statement of Changes in Shareholders Equity (Deficit) for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Offering costs allocated to equity in connection with IPO (27,860,038 ) 27,860,038 — Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Initial Classification of Public Warrants (24,150,000 ) 24,150,000 — Initial Classification of FPA Liability (255,538 ) 255,538 — Change in value of ordinary shares subject to possible redemption 5,877,460 (5,877,460 ) — Accretion to shares subject to redemption — (52,265,576 ) (52,265,576 ) Total Shareholders’ deficit (75,454,532 ) (5,877,460 ) (81,331,992 ) Statement of Changes in Shareholders Equity (Deficit) for the Three Months Ended March 31, 2021 Change in value of ordinary shares subject to possible redemption (5,877,460 ) 5,877,460 — Statement of Cash Flows for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Change in Class A ordinary shares subject to possible redemption (5,877,460 ) 5,877,460 — Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in Class A ordinary shares subject to possible redemption 5,877,460 (5,877,460 ) —	NOTE 2. CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for our Warrants and FPA under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, as of December 31, 2020, the Company improperly valued its Class A ordinary shares subject to possible redemption. In accordance with ASC 480, paragraph 10-S99, paid-in In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculated to allocate net income (loss) on a pro-rata The impact of the Third Restatement on the Company’s financial statements is reflected in the following table. As Reported Adjustment As Restated Balance Sheet as of June 19, 2020 Additional paid-in capital $ 591,876 $ (591,876 ) $ — Accumulated deficit (53,396,448 ) 591,876 (52,804,572 ) Balance Sheet as of June 30, 2020 Additional paid-in capital 591,876 (591,876 ) — Accumulated deficit (60,499,085 ) 591,876 (59,907,209 ) Balance Sheet as of September 30, 2020 Additional paid-in capital 591,876 (591,876 ) — Accumulated deficit (61,442,856 ) 591,876 (60,850,980 ) As Reported Adjustment As Restated Balance Sheet as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 511,622,540 $ 5,877,460 $ 517,500,000 Class A ordinary shares $ 59 $ (59 ) $ — Additional paid-in capital $ 6,724,439 $ (6,724,439 ) $ — Accumulated deficit $ (82,180,324 ) $ 847,038 $ (81,333,286 ) Total Shareholders’ Deficit $ (75,454,532 ) $ (5,877,460 ) $ (81,331,992 ) Statement of Operations for the Period from February 11, 2020 (Inception) through June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (47,683,929 ) 4,066,071 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.55 ) $ (0.55 ) Weighted average shares outstanding, Class B ordinary shares 11,389,568 (6,979 ) 11,382,589 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.74 ) $ 0.19 $ (0.55 ) Statement of Operations for the Three Months Ended June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (45,494,505 ) 6,255,495 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.74 ) $ 0.26 $ (0.48 ) Statement of Operations for the Period from February 11, 2020 (Inception) through September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (28,774,784 ) 22,975,216 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.27 ) $ (0.27 ) Weighted average shares outstanding, Class B ordinary shares 12,022,500 (23,308 ) 11,999,192 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.78 ) $ 0.51 $ (0.27 ) Statement of Operations for the Three Months Ended Weighted average shares outstanding, Class A ordinary shares 51,750,000 — 51,750,000 Basic and diluted net loss per ordinary share, Class A ordinary shares $ (0.00 ) $ (0.01 ) $ (0.01 ) Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.07 ) $ 0.06 $ (0.01 ) As Reported Adjustment As Restated Statement of Operations for the Period from February 11, 2020 (Inception) through December 31, 2020 (audited) Weighted average shares outstanding, Class A ordinary 51,750,000 (20,604,167 ) 31,145,833 Basic and diluted net loss per ordinary share, Class A $ — $ (0.69 ) $ (0.69 ) Weighted average shares outstanding, Class B 12,288,052 (22,427 ) 12,265,625 Basic and diluted net loss per ordinary share, Class B $ (2.43 ) $ 1.74 $ (0.69 ) Statement of Changes in Shareholders’ Equity Offering costs allocated to equity in connection with (27,860,038 ) 27,860,038 — Initial Classification of Public Warrants (24,150,000 ) 24,150,000 — Initial Classification of FPA Liability (255,538 ) 255,538 — Accretion of Class A ordinary shares to redemption — (52,265,576 ) (52,265,576 ) Total Shareholders’ deficit (59,905,915 ) — (59,905,915 ) Statement of Changes in Shareholders’ Equity Change in value of ordinary shares subject to possible 5,877,460 (5,877,460 ) — Total Shareholders’ deficit (75,454,532 ) (5,877,460 ) (81,331,992 ) Statement of Cash Flows for the Period from Change in Class A ordinary shares subject to possible (5,877,460 ) 5,877,460 —

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A 10-K/A Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Orchid Merger Sub I, Inc., Orchid Merger Sub II, LLC and Orchid Finco LLC. All significant intercompany balances and transactions have been eliminated in consolidation. 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 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 Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three 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. Cash Held in Trust Account At September 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in cash. Warrant and FPA Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, the “Warrants”) as well as a forward purchase agreement entered into with the Company’s anchor investor (the “FPA”) paid-in non-cash We account for the Warrants and FPAs in accordance with ASC 815-40 . Class A Ordinary Shares Subject to Possible Redemption The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption were , are presented at redemption value 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by 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 sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants $ (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value $ 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000 Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 On June 19, 2020, offering costs totaled $29,241,089 (consisting of $28,462,500 of (current and deferred) underwriting fees and $778,589 of other offering costs), of which $1,381,051 was charged to expense. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company 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 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,879,751 $ 1,219,938 $ (755,017 ) $ (188,754 ) $ 19,169,660 $ 4,792,415 $ (6,196,313 ) $ (3,236,129 ) Denominator: Basic and diluted weighted average shares outstanding 51,750,000 12,937,500 51,750,000 12,937,500 51,750,000 12,937,500 22,975,216 11,999,192 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.01 ) $ (0.01 ) $ 0.37 $ 0.37 $ (0.27 ) $ (0.27 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis . Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 On June 19, 2020, offering costs totaled $ (consisting of $ of (current and deferred) underwriting fees and $ of other offering costs), of which $ was charged to expense. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash. Warrant and FPA Liability The Company accounts for the Warrants and FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in non-cash We account for the Warrants and FPAs in accordance with ASC 815-40 Class A Ordinary Shares Subject to Possible Redemption (Restated—See Note 2—Amendment 3) The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, a t , , the Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.​​​​​​​ Net (Loss) Per Share (Restated – See Note 2) Net (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable Net (Loss) Per Share (Restated—See Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,483,334 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (21,462,531 ) $ (8,452,217 ) Denominator: Basic and diluted weighted average shares outstanding 31,145,833 12,265,625 Basic and diluted net loss per ordinary share $ (0.69 ) $ (0.69 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4 Pursuant to the Initial Public Offering, the Company sold 51,750,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 6,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one 9	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 51,750,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 6,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5 Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 8,233,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of 9	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 8,233,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $12,350,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 Founder Shares On February 18, 2020, the Sponsors purchased 10,781,250 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder Shares. All share and per-share The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 16, 2020, the Company will pay BGPT Trebia LP up to per month for office space and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, total expenses related to the Administrative Support Agreement amounted to respectively. For the three months ended September 30, 2020 and for the period from February 11, 2020 (inception) to September 30, 2020, the Company incurred $30,000 and $35,000 in fees for these services.As of September 30, 2021 and December 31, 2020, $147,472 and is included in accounts payable and accrued expenses in the accompanying condensed balance sheets . Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. Promissory Note On July 13, 2021 the Sponsors made available to the Company a loan of up to $500,000 pursuant to two promissory notes issued to the Company from the BGPT Sponsor in the amount of $212,500 (the “BGPT Note”) and to Trasimene Sponsor $287,500 (the “Trasimene Note”). The Company is entitled to submit drawdown requests to the Sponsor from time to time and the proceeds from any amounts borrowed under the note will be used for on-going non-interest	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 18, 2020, the Sponsors purchased 10,781,250 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder Shares. All share and per-share The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note—Related Party On February 18, 2020, the Company issued the Promissory Note to BGPT Trebia LP, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, The Promissory Note was non-interest Administrative Support Agreement The Company entered into an agreement whereby, commencing on June 16, 2020, the Company will pay BGPT Trebia LP up to $10,000 per month for office space and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from February 11, 2020 (inception) through December 31, 2020, the Company incurred $65,000 of such fees. As of December 31, 2020, $65,000 is included in accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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.

COMMITMENTS

COMMITMENTS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings, Inc. (“Cannae Holdings”) or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $18,112,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement On June 5, 2020, the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase Class A ordinary shares in an aggregate share amount equal to Class A ordinary shares, plus an aggregate of redeemable warrants to purchase Class A ordinary share at $ per share, for an aggregate purchase price of $ , or $ per Class A ordinary share, in a private placement to occur concurrently with the closing of the Business Combination. The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering. In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold % of the Company’s Class A ordinary shares at the time of the closing of the Business Combination. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders. Under the forward purchase agreement, the Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain excluded securities. In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed initial Business Combination. In connection with the signing of the Business Combination Agreement and Backstop Agreement, Trebia and Cannae entered into a FPA Termination Agreement to terminate the June 5, 2020 Forward Purchase Agreement. Contingent Fee Arrangement The Company has entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of September 30, 2021 and December 31, 2020, the amount of these contingent fees was approximately $ and $ , respectively. There can be no assurances that the Company will complete a Business Combination. Business Combination Agreement As previously disclosed on a Form 8-K 30 collectively, the “Targets”) and the other parties signatory thereto. The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the “Business Combination”): (i) the Company will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), and (ii) upon which time, the Company will enter into a series of business combination transactions which, following the consummation of the Business Combination, will result in each of (A) System1, LLC, a Delaware limited liability company and the current operating subsidiary of System1, and (B) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, becoming subsidiaries of the Company (such combined company, “System1 Group”). Following the consummation of the Business Combination, System1 Group will be organized in an “Up-C” Upon consummation of the Business Combination, and after the Domestication, the Company will have three classes of common stock, which are as follows: • Class A common stock, par value $0.0001 per share (the “System1 Group Class A Common Stock”), which will be publicly traded. • Class C common stock, par value $0.0001 per share (the “System1 Group Class C Common Stock”), which will have the right to one vote per share. • Class D common stock, par value $0.0001 per share (“System1 Group Class D Common Stock”), that do not entitle the holder to any voting rights except as required by applicable law. The System1 Group Class D Common Stock will automatically convert into shares of System1 Group Class A Common Stock on a one-for-one catch-up Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the equity non-management dollar-for-dollar $462,500,000, the current equity In connection with the Business Combination Agreement, Trebia entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”) pursuant to which at the closing of the Business Combination, Bank of America has committed to provide Orchid Finco LLC (“Finco”), as the borrower, a $ million first lien term loan facility (the “Term Loan”) and a $ million revolving facility (the “Revolving Facility” and, together with the Term Facility, the “New Facility”). The Term Loan will mature seven years after the Closing and will amortize in equal quarterly installments in an aggregate annual amount equal to % of the original principal amount of the Term Loan. The Revolving Facility will mature five years after the Closing. The $ million of cash currently held in Trebia’s trust account will be backstopped by the $ million Cannae Subscription, together with $ million of the Bank of America Term Loan, which will be utilized as a backstop for potential future redemptions by Trebia public shareholders. This in conjunction with the Seller Backstop Amount and the Additional Seller Backstop Election provides for a potential % backstop for potential future redemptions by Trebia public shareholders. Bank of America’s commitment to provide the New Facility is subject to a limited number of conditions, including the non-occurrence of a material adverse effect with respect to the Targets. Sponsor Agreement In connection with the execution of the Business Combination Agreement and the Backstop Agreement, as defined below, Trebia amended and restated (a) that certain letter agreement, dated June 19, 2020, by and among the Sponsors and Trebia and (b) that certain letter agreement, dated June 19, 2020, by and among Trebia, certain of the directors and officers of Trebia (the “Insiders”) and the other parties thereto, and entered into that certain sponsor agreement that certain sponsor agreement (as amended on November 30 Sponsor Agreement 180 days following the Closing or (y) if the VWAP of System1 Group Class A Common Stock equals or exceeds per share for any twenty trading days within a period of thirty consecutive trading days, thereafter, and (iv) to be bound to certain other obligations as described therein. BGPT Sponsor and Trasimene Sponsor have each also agreed to, in conjunction with the closing of the Business Combination, forfeit Trebia Class B Ordinary Shares in the aggregate). Trebia will also issue (x) shares of System1 Group Class D Common Stock to Trasimene Sponsor and shares of System1 Group Class D Common Stock to BGPT Sponsor, and (y) System1 Group restricted stock units to each of Michael Blend and Just Develop It Limited, a private limited company incorporated in England and Wales, in the case of each of (x) and (y) subject to the BGPT Sponsor and Trasimene Sponsor forfeiture of Trebia Class B ordinary shares. The System1 Group restricted stock units will be subject to the same vesting and other terms as the System1 Group Class D Common Stock. Additionally, (x) the Sponsors have agreed to, in conjunction with the closing of the Business Combination, forfeit up to (in the aggregate) Trebia Class B Ordinary Shares in connection with the equity backstop commitments by Cannae and certain System1 and Protected equity holders and (y) Trebia has agreed to issue to Cannae or such System1 and Protected equity holders a number of System1 Group Class A Common Stock equal to such forfeiture, in the event and to the extent that Cannae and/or such System1 and Protected equity holders provide such backstop in connection with any valid shareholder redemptions . Backstop Agreement In connection with the signing of the Business Combination Agreement, Trebia and Cannae entered into that Backstop Agreement $200,000,000.	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings, Inc. (“Cannae Holdings”) or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $18,112,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement On June 5, 2020, the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the Business Combination. The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering. In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders, in the aggregate, on an as-converted Under the forward purchase agreement, the Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain excluded securities. In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed initial Business Combination. Contingent Fee Arrangement The Company has entered into a fee arrangement with a service provider pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of December 31, 2020, the amount of these contingent fees was approximately $1,522,000. There can be no assurances that the Company will complete a Business Combination.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares September Class A Ordinary Shares September Class B Ordinary Shares September Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of A business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted one to one.	NOTE 8. SHAREHOLDERS’ EQUITY (Restated—See Note 2—Amendment 3) Preference Shares no Class A Ordinary Shares 51,7500,000 Class A ordinary shares subject to possible redemption, which is presented within temporary equity. Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of A business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted

WARRANTS

WARRANTS	11 Months Ended
	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue 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. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th 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 the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) . The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 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 by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations • if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants 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 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 Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors 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 completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. 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

FAIR VALUE MEASUREMENTS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10 Warrant Liability The Warrants and FPA are accounted for as liabilities pursuant to ASC 815-40 The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 25,012,500 $ — $ — $ 25,012,500 Private Warrants — — 11,938,334 11,938,334 Total Warrants Liabilities $ 25,012,500 $ — $ 11,938,334 $ 36,950,834 The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 35,880,000 $ — $ — $ 35,880,000 Private Warrants — — 17,125,335 17,125,335 Total Warrants Liabilities $ 35,880,000 $ — $ 17,125,335 $ 53,005,335 FPA Liability — — 10,654,540 10,654,540 Grand Total $ 35,880,000 $ — $ 27,779,875 $ 63,659,875 The Public Warrants were valued using the instrument’s publicly listed trading price (NYSE: TREB.WS) as of the balance sheet dates. The value of the Private Warrants was estimated using the Public Warrants’ publicly listed trading price (NYSE: TREB.WS) as of the balance sheet dates, which is considered a Level 3 fair value measurement. Given the Private Warrants and Public Warrants are similar instruments and the Public Warrants have quoted prices in an active market, the publicly listed trading price of the Public Warrants estimates the value of the Private Warrants. The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Private Placement Warrant Liability Fair value, December 31, 2020 $ 17,125,335 Change in fair value (4,775,334 ) Fair value, March 31, 2021 12,350,001 Change in fair value 1,811,333 Fair value, June 30, 2021 14,161,334 Change in fair value (2,223,000 ) Fair value, September 30, 2021 $ 11,938,334 FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $75 million pursuant to the FPAs is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPAs. The fair value of the ordinary shares and warrants to be issued under the FPAs were based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $75 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. As of June 30, 2021, the FPA liability was reduced to zero as the FPA was terminated per the FPA Termination Agreement between Trebia and Cannae Holdings in conjunction with the Business Combination Agreement as discussed in Note 7. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, December 31, 2020 $ 10,654,540 Change in fair value (7,494,372 ) Fair value, March 31, 2021 3,160,168 Change in fair value (3,160,168 ) Fair value, June 30, 2021 $ —	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $517,500,000 in cash. During the period from February 11, 2020 (inception) through December 31, 2020, the Company did not earn or withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity December 31, 2020 Asset Level Fair Value Cash 1 $ 517,500,000 Warrant Liability The Warrants are accounted for as liabilities pursuant to ASC 815-40 . The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 35,880,000 $ — $ — $ 35,880,000 Private Warrants — — 17,125,335 17,125,335 Total Warrants Liabilities $ 35,880,000 $ — $ 17,125,335 $ 53,005,335 FPA Liability — — 10,654,540 10,654,540 The Public Warrants were valued using the instrument’s publicly listed trading price (NYSE: TREB.WS) as of the balance sheet date. The value of the Private Warrants was estimated using the Public Warrants’ publicly listed trading price (NYSE: TREB.WS) as of the balance sheet date, which is considered a Level 3 fair value measurement. Given the Private Warrants and Public Warrants are similar instruments and the Public Warrants have quoted prices in an active market, the publicly listed trading price of the Public Warrants estimates the value of the Private Warrants. The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Private Fair value, June 19, 2020 $ 11,526,668 Loss on change in fair value (1) 5,596,667 Fair value, December 31, 2020 $ 17,125,335 (1) Represents the non-cash Transfers to/from Level 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 in August 2020, when the Public Warrants were separately listed and traded. FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $ million pursuant to the FPAs is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPAs. The fair value of the ordinary shares and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $ million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPAs is the probability of consummation of the Business Combination. As of December 31, 2020, the probability assigned to the consummation of the Business Combination was % which was determined based on a historical industry data. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, June 19, 2020 $ 255,538 Recognized loss on change in fair value (1) 10,399,002 Fair value, December 31, 2020 $ 10,654,540 (1) Represents the non-cash

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation		Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A 10-K/A	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation		Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Orchid Merger Sub I, Inc., Orchid Merger Sub II, LLC and Orchid Finco LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company		Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 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	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
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents		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.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Cash Held in Trust Account		Cash Held in Trust Account At September 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in cash.	Cash Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in cash.
Warrant and FPA Liability		Warrant and FPA Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, the “Warrants”) as well as a forward purchase agreement entered into with the Company’s anchor investor (the “FPA”) paid-in non-cash We account for the Warrants and FPAs in accordance with ASC 815-40 .	Warrant and FPA Liability The Company accounts for the Warrants and FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in non-cash We account for the Warrants and FPAs in accordance with ASC 815-40
Class A Ordinary Shares Subject to Possible Redemption		Class A Ordinary Shares Subject to Possible Redemption The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption were , are presented at redemption value 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by 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 sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants $ (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value $ 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000	Class A Ordinary Shares Subject to Possible Redemption (Restated—See Note 2—Amendment 3) The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. Accordingly, a t , , the Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000
Offering Costs		Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 On June 19, 2020, offering costs totaled $29,241,089 (consisting of $28,462,500 of (current and deferred) underwriting fees and $778,589 of other offering costs), of which $1,381,051 was charged to expense.	Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 On June 19, 2020, offering costs totaled $ (consisting of $ of (current and deferred) underwriting fees and $ of other offering costs), of which $ was charged to expense.
Income Taxes		Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company 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 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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
Net Income (Loss) Per Ordinary Share		Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,879,751 $ 1,219,938 $ (755,017 ) $ (188,754 ) $ 19,169,660 $ 4,792,415 $ (6,196,313 ) $ (3,236,129 ) Denominator: Basic and diluted weighted average shares outstanding 51,750,000 12,937,500 51,750,000 12,937,500 51,750,000 12,937,500 22,975,216 11,999,192 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.01 ) $ (0.01 ) $ 0.37 $ 0.37 $ (0.27 ) $ (0.27 )	Net (Loss) Per Share (Restated – See Note 2) Net (loss) per share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable Net (Loss) Per Share (Restated—See Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,483,334 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (21,462,531 ) $ (8,452,217 ) Denominator: Basic and diluted weighted average shares outstanding 31,145,833 12,265,625 Basic and diluted net loss per ordinary share $ (0.69 ) $ (0.69 )
Concentration of Credit Risk		Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments		Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis . Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards		Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.	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 accompanying financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]
Summary of the effect of the Restatement on each financial statement line item	Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Additional paid-in $ 591,876 $ (591,876 ) $ — Accumulated deficit (53,396,448 ) 591,876 (52,804,572 ) Balance Sheet as of June 30, 2020 Additional paid-in 591,876 (591,876 ) — Accumulated deficit (60,499,085 ) 591,876 (59,907,209 ) Balance Sheet as of September 30, 2020 Additional paid-in 591,876 (591,876 ) — Accumulated deficit (61,442,856 ) 591,876 (60,850,980 ) Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 511,622,540 $ 5,877,460 $ 517,500,000 Class A ordinary shares $ 59 $ (59 ) $ — Additional paid-in $ 6,724,439 $ (6,724,439 ) $ — Accumulated deficit $ (82,180,324 ) $ 847,038 $ (81,333,286 ) Total Shareholders’ Deficit $ (75,454,532 ) $ (5,877,460 ) $ (81,331,992 ) Balance Sheet as of March 31, 2021 Additional paid-in $ 847,038 $ (847,038 ) $ — Accumulated deficit $ (61,622,790 ) $ 847,038 $ (60,775,752 ) Balance Sheet as of June 30, 2021 Additional paid-in $ 847,038 $ (847,038 ) $ — Accumulated deficit $ (64,317,938 ) $ 847,038 $ (63,470,900 ) Statement of Operations for the Period from February 11, 2020 (Inception) through June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (47,683,929 ) 4,066,071 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.55 ) $ (0.55 ) Weighted average shares outstanding, Class B ordinary shares 11,389,568 (6,979 ) 11,382,589 Basic and diluted earnings per share, Class B ordinary shares $ (0.74 ) $ 0.19 $ (0.55 ) Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (45,494,505 ) 6,255,495 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.74 ) $ 0.26 $ (0.48 ) Statement of Operations for the Period from February 11, 2020 (Inception) through September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (28,774,784 ) 22,975,216 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.27 ) $ (0.27 ) Weighted average shares outstanding, Class B ordinary shares 12,022,500 (23,308 ) 11,999,192 Basic and diluted earnings per share, Class B ordinary shares $ (0.78 ) $ 0.51 $ (0.27 ) Statement of Operations for the Three Months Ended September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 — 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ 0.00 $ (0.01 ) $ (0.01 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.07 ) $ 0.06 $ (0.01 ) Statement of Operations for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Weighted average shares outstanding, Class A ordinary shares 51,750,000 (20,604,167 ) 31,145,833 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.69 ) $ (0.69 ) Weighted average shares outstanding, Class B ordinary shares 12,288,052 (22,427 ) 12,265,625 Basic and diluted earnings per share, Class B ordinary shares $ (2.43 ) $ 1.74 $ (0.69 ) Statement of Operations for the Three Months Ended March 31, 2021 Weighted average shares outstanding, Class A ordinary shares 51,162,254 587,746 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ — $ 0.32 $ 0.32 Weighted average shares outstanding, Class B ordinary shares 13,525,246 (587,746 ) 12,937,500 Basic and diluted earnings per share, Class B ordinary shares $ 1.52 $ (1.20 ) $ 0.32 Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted earnings per share, Class A ordinary shares $ — $ (0.04 ) $ (0.04 ) Basic and diluted earnings per share, Class B ordinary shares $ (0.21 ) $ 0.17 $ (0.04 ) Statement of Operations for the Six Months Ended June 30, 2021 Weighted average shares outstanding, Class A ordinary shares 51,457,751 292,249 51,750,000 Basic and diluted earnings per share, Class A ordinary shares $ — $ 0.28 $ 0.28 Weighted average shares outstanding, Class B ordinary shares 13,229,749 (292,249 ) 12,937,500 Basic and diluted earnings per share, Class B ordinary shares $ 1.35 $ (1.07 ) $ 0.28 Statement of Changes in Shareholders Equity (Deficit) for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Offering costs allocated to equity in connection with IPO (27,860,038 ) 27,860,038 — Balance Sheet as of June 19, 2020 (audited) As Previously Reported Adjustment As Restated Initial Classification of Public Warrants (24,150,000 ) 24,150,000 — Initial Classification of FPA Liability (255,538 ) 255,538 — Change in value of ordinary shares subject to possible redemption 5,877,460 (5,877,460 ) — Accretion to shares subject to redemption — (52,265,576 ) (52,265,576 ) Total Shareholders’ deficit (75,454,532 ) (5,877,460 ) (81,331,992 ) Statement of Changes in Shareholders Equity (Deficit) for the Three Months Ended March 31, 2021 Change in value of ordinary shares subject to possible redemption (5,877,460 ) 5,877,460 — Statement of Cash Flows for the Period from February 11, 2020 (Inception) through December 30, 2020 (audited) Change in Class A ordinary shares subject to possible redemption (5,877,460 ) 5,877,460 — Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in Class A ordinary shares subject to possible redemption 5,877,460 (5,877,460 ) —	As Reported Adjustment As Restated Balance Sheet as of June 19, 2020 Additional paid-in capital $ 591,876 $ (591,876 ) $ — Accumulated deficit (53,396,448 ) 591,876 (52,804,572 ) Balance Sheet as of June 30, 2020 Additional paid-in capital 591,876 (591,876 ) — Accumulated deficit (60,499,085 ) 591,876 (59,907,209 ) Balance Sheet as of September 30, 2020 Additional paid-in capital 591,876 (591,876 ) — Accumulated deficit (61,442,856 ) 591,876 (60,850,980 ) As Reported Adjustment As Restated Balance Sheet as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 511,622,540 $ 5,877,460 $ 517,500,000 Class A ordinary shares $ 59 $ (59 ) $ — Additional paid-in capital $ 6,724,439 $ (6,724,439 ) $ — Accumulated deficit $ (82,180,324 ) $ 847,038 $ (81,333,286 ) Total Shareholders’ Deficit $ (75,454,532 ) $ (5,877,460 ) $ (81,331,992 ) Statement of Operations for the Period from February 11, 2020 (Inception) through June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (47,683,929 ) 4,066,071 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.55 ) $ (0.55 ) Weighted average shares outstanding, Class B ordinary shares 11,389,568 (6,979 ) 11,382,589 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.74 ) $ 0.19 $ (0.55 ) Statement of Operations for the Three Months Ended June 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (45,494,505 ) 6,255,495 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.48 ) $ (0.48 ) Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.74 ) $ 0.26 $ (0.48 ) Statement of Operations for the Period from February 11, 2020 (Inception) through September 30, 2020 Weighted average shares outstanding, Class A ordinary shares 51,750,000 (28,774,784 ) 22,975,216 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.27 ) $ (0.27 ) Weighted average shares outstanding, Class B ordinary shares 12,022,500 (23,308 ) 11,999,192 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.78 ) $ 0.51 $ (0.27 ) Statement of Operations for the Three Months Ended Weighted average shares outstanding, Class A ordinary shares 51,750,000 — 51,750,000 Basic and diluted net loss per ordinary share, Class A ordinary shares $ (0.00 ) $ (0.01 ) $ (0.01 ) Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.07 ) $ 0.06 $ (0.01 ) As Reported Adjustment As Restated Statement of Operations for the Period from February 11, 2020 (Inception) through December 31, 2020 (audited) Weighted average shares outstanding, Class A ordinary 51,750,000 (20,604,167 ) 31,145,833 Basic and diluted net loss per ordinary share, Class A $ — $ (0.69 ) $ (0.69 ) Weighted average shares outstanding, Class B 12,288,052 (22,427 ) 12,265,625 Basic and diluted net loss per ordinary share, Class B $ (2.43 ) $ 1.74 $ (0.69 ) Statement of Changes in Shareholders’ Equity Offering costs allocated to equity in connection with (27,860,038 ) 27,860,038 — Initial Classification of Public Warrants (24,150,000 ) 24,150,000 — Initial Classification of FPA Liability (255,538 ) 255,538 — Accretion of Class A ordinary shares to redemption — (52,265,576 ) (52,265,576 ) Total Shareholders’ deficit (59,905,915 ) — (59,905,915 ) Statement of Changes in Shareholders’ Equity Change in value of ordinary shares subject to possible 5,877,460 (5,877,460 ) — Total Shareholders’ deficit (75,454,532 ) (5,877,460 ) (81,331,992 ) Statement of Cash Flows for the Period from Change in Class A ordinary shares subject to possible (5,877,460 ) 5,877,460 —

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of net income (loss) per ordinary share	At September 30, 2021 and December 31, 2020, the Class A Ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants $ (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value $ 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (21,462,531 ) $ (8,452,217 ) Denominator: Basic and diluted weighted average shares outstanding 31,145,833 12,265,625 Basic and diluted net loss per ordinary share $ (0.69 ) $ (0.69 )
Schedule of condensed balance sheet are reconciled table	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 4,879,751 $ 1,219,938 $ (755,017 ) $ (188,754 ) $ 19,169,660 $ 4,792,415 $ (6,196,313 ) $ (3,236,129 ) Denominator: Basic and diluted weighted average shares outstanding 51,750,000 12,937,500 51,750,000 12,937,500 51,750,000 12,937,500 22,975,216 11,999,192 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.01 ) $ (0.01 ) $ 0.37 $ 0.37 $ (0.27 ) $ (0.27 )	At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 517,500,000 Less: Proceeds allocated to Public Warrants (24,150,000 ) Class A ordinary shares issuance costs (28,115,576 ) Plus: Accretion of carrying value to redemption value 52,265,576 Class A ordinary shares subject to possible redemption $ 517,500,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of Company's liabilities that are measured at fair value on a recurring basis	The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 25,012,500 $ — $ — $ 25,012,500 Private Warrants — — 11,938,334 11,938,334 Total Warrants Liabilities $ 25,012,500 $ — $ 11,938,334 $ 36,950,834 The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 35,880,000 $ — $ — $ 35,880,000 Private Warrants — — 17,125,335 17,125,335 Total Warrants Liabilities $ 35,880,000 $ — $ 17,125,335 $ 53,005,335 FPA Liability — — 10,654,540 10,654,540 Grand Total $ 35,880,000 $ — $ 27,779,875 $ 63,659,875	The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 35,880,000 $ — $ — $ 35,880,000 Private Warrants — — 17,125,335 17,125,335 Total Warrants Liabilities $ 35,880,000 $ — $ 17,125,335 $ 53,005,335 FPA Liability — — 10,654,540 10,654,540
Summary of gross holding losses and fair value of held-to-maturity securities		December 31, 2020 Asset Level Fair Value Cash 1 $ 517,500,000
Private Placement Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of the changes in the fair value of the liabilities, a Level 3 liability, measured on a recurring basis	The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Private Placement Warrant Liability Fair value, December 31, 2020 $ 17,125,335 Change in fair value (4,775,334 ) Fair value, March 31, 2021 12,350,001 Change in fair value 1,811,333 Fair value, June 30, 2021 14,161,334 Change in fair value (2,223,000 ) Fair value, September 30, 2021 $ 11,938,334	The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis. Private Fair value, June 19, 2020 $ 11,526,668 Loss on change in fair value (1) 5,596,667 Fair value, December 31, 2020 $ 17,125,335 (1) Represents the non-cash
FPA Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Summary of the changes in the fair value of the liabilities, a Level 3 liability, measured on a recurring basis	The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, December 31, 2020 $ 10,654,540 Change in fair value (7,494,372 ) Fair value, March 31, 2021 3,160,168 Change in fair value (3,160,168 ) Fair value, June 30, 2021 $ —	The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Fair value, June 19, 2020 $ 255,538 Recognized loss on change in fair value (1) 10,399,002 Fair value, December 31, 2020 $ 10,654,540 (1) Represents the non-cash

ORGANIZATION AND PLAN OF BUSI_2

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($)	Jun. 19, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units issued				51,750,000
Number of warrants issued			8,233,334	8,233,334
Price of single warrant			$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants		$ 12,350,000	$ 12,350,000	$ 12,350,000
Other offering costs	$ 778,589
Cash held outside the Trust Account			$ 177,107	$ 843,643
Investment of cash in Trust Account	517,500,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account			80.00%	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%	50.00%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)			2 days	2 days
Minimum net tangible assets upon consummation of the Business Combination			$ 5,000,001	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent			15.00%	15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%	100.00%
Threshold business days for redemption of public shares			10 days	10 days
Maximum net interest to pay dissolution expenses			$ 100,000	$ 100,000
Operating bank accounts			177,107	843,643
Securities held in Trust Account			517,500,000	517,500,000
Working capital deficit			2,306,583	440,383
Transaction Costs	29,241,089
Underwriting fees	10,350,000
Deferred underwriting fees	$ 18,112,500		$ 18,112,500	$ 18,112,500
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	51,750,000		51,750,000	51,750,000
Unit price	$ 10		$ 10	$ 10
Proceeds from issuance of units	$ 517,500,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	6,750,000		6,750,000	6,750,000
Unit price	$ 10
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	8,233,334
Price of single warrant	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 12,350,000

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended					5 Months Ended	6 Months Ended	8 Months Ended	11 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Jun. 19, 2020	Mar. 31, 2020	Feb. 10, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional Paid-In Capital			$ 0						$ 0
Retained Earnings/(Accumulated Deficit)	$ (63,470,900)	$ (60,775,752)	(81,333,286)		$ (59,907,209)	$ (59,907,209)	$ (63,470,900)		(81,333,286)	$ (57,371,211)	$ (52,804,572)
Total Shareholders' Deficit	(63,469,606)	(60,774,458)	(81,331,992)	$ (60,849,686)	(59,905,915)	(59,905,915)	(63,469,606)	$ (60,849,686)	(81,331,992)	(57,369,917)		$ 20,016	$ 0
Statement of Changes in Shareholders Equity (Deficit)
Accretion of Class A shares to redemption value									(52,265,576)
Accretion to shares subject to redemption									(52,265,576)
Total Shareholders' Deficit	(63,469,606)	(60,774,458)	(81,331,992)	$ (60,849,686)	(59,905,915)	(59,905,915)	(63,469,606)	$ (60,849,686)	(81,331,992)	(57,369,917)		$ 20,016	$ 0
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			511,622,540						511,622,540
Additional Paid-In Capital	847,038	847,038	6,724,439		591,876	591,876	847,038		6,724,439	591,876	591,876
Retained Earnings/(Accumulated Deficit)	(64,317,938)	(61,622,790)	(82,180,324)		(60,499,085)	(60,499,085)	(64,317,938)		(82,180,324)	(61,442,856)	(53,396,448)
Total Shareholders' Deficit			(75,454,532)						(75,454,532)
Statement of Changes in Shareholders Equity (Deficit)
Offering costs allocated to equity in connection with IPO									(27,860,038)
Initial Classification of Public Warrants									(24,150,000)
Initial Classification of FPA liability									(255,538)
Change in value of ordinary shares subject to possible redemption		(5,877,460)							5,877,460
Total Shareholders' Deficit			(75,454,532)						(75,454,532)
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption		5,877,460
As Reported | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			511,622,540						511,622,540
Class A Ordinary Shares			59						59
Additional Paid-In Capital			6,724,439		591,876	591,876			6,724,439	591,876	591,876
Retained Earnings/(Accumulated Deficit)			(82,180,324)		(60,499,085)	(60,499,085)			(82,180,324)	(61,442,856)	(53,396,448)
Total Shareholders' Deficit			(75,454,532)		(59,905,915)	(59,905,915)			(75,454,532)
Statement of Changes in Shareholders Equity (Deficit)
Offering costs allocated to equity in connection with IPO					(27,860,038)
Initial Classification of Public Warrants					(24,150,000)
Initial Classification of FPA liability					(255,538)
Change in value of ordinary shares subject to possible redemption			5,877,460
Total Shareholders' Deficit			(75,454,532)		(59,905,915)	(59,905,915)			(75,454,532)
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption									(5,877,460)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			5,877,460						5,877,460
Additional Paid-In Capital	(847,038)	(847,038)	(6,724,439)		(591,876)	(591,876)	(847,038)		(6,724,439)	(591,876)	(591,876)
Retained Earnings/(Accumulated Deficit)	$ 847,038	847,038	847,038		591,876	591,876	$ 847,038		847,038	591,876	591,876
Total Shareholders' Deficit			(5,877,460)						(5,877,460)
Statement of Changes in Shareholders Equity (Deficit)
Offering costs allocated to equity in connection with IPO									27,860,038
Initial Classification of Public Warrants									24,150,000
Initial Classification of FPA liability									255,538
Accretion of Class A shares to redemption value									(52,265,576)
Change in value of ordinary shares subject to possible redemption		5,877,460							(5,877,460)
Accretion to shares subject to redemption									(52,265,576)
Total Shareholders' Deficit			(5,877,460)						(5,877,460)
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption		$ (5,877,460)
Adjustment | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			5,877,460						5,877,460
Class A Ordinary Shares			(59)						(59)
Additional Paid-In Capital			(6,724,439)		(591,876)	(591,876)			(6,724,439)	(591,876)	(591,876)
Retained Earnings/(Accumulated Deficit)			847,038		591,876	$ 591,876			847,038	591,876	591,876
Total Shareholders' Deficit			(5,877,460)						(5,877,460)
Statement of Changes in Shareholders Equity (Deficit)
Offering costs allocated to equity in connection with IPO					27,860,038
Initial Classification of Public Warrants					24,150,000
Initial Classification of FPA liability					255,538
Accretion of Class A shares to redemption value					(52,265,576)
Change in value of ordinary shares subject to possible redemption			(5,877,460)
Accretion to shares subject to redemption					$ (52,265,576)
Total Shareholders' Deficit			(5,877,460)						(5,877,460)
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption									5,877,460
Class A ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			517,500,000						517,500,000	517,500,000
Class A Ordinary Shares			0						$ 0	0
Weighted average shares outstanding		51,750,000		51,750,000	6,255,495	4,066,071	51,750,000	22,975,216	31,145,833
Basic and diluted earnings per share	$ (0.04)	$ 0.32		$ (0.01)	$ (0.48)	$ (0.55)	$ 0.28	$ (0.27)	$ (0.69)
Class A ordinary shares | As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares			59						$ 59
Weighted average shares outstanding		51,162,254		51,750,000	51,750,000	51,750,000	51,457,751	51,750,000	51,750,000
Basic and diluted earnings per share				$ 0
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption									$ (5,877,460)
Class A ordinary shares | As Reported | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding				51,750,000	51,750,000	51,750,000			51,750,000
Basic and diluted earnings per share				$ 0
Class A ordinary shares | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares			(59)						$ (59)
Weighted average shares outstanding		587,746			(45,494,505)	(47,683,929)	292,249	(28,774,784)	(20,604,167)
Basic and diluted earnings per share	(0.04)	$ 0.32		(0.01)	$ (0.48)	$ (0.55)	$ 0.28	$ (0.27)	$ (0.69)
Cash Flow Statement
Change in value of ordinary shares subject to possible redemption									$ 5,877,460
Class A ordinary shares | Adjustment | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding					(45,494,505)	(47,683,929)			(20,604,167)
Basic and diluted earnings per share				(0.01)	$ (0.48)	$ (0.55)			$ (0.69)
Class B ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares			1,294						$ 1,294	1,294
Weighted average shares outstanding		12,937,500				11,382,589	12,937,500	11,999,192	12,265,625
Basic and diluted earnings per share	(0.04)	$ 0.32		(0.01)	(0.48)	$ (0.55)	$ 0.28	$ (0.27)	$ (0.69)
Class B ordinary shares | As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		13,525,246				11,389,568	13,229,749	12,022,500	12,288,052
Basic and diluted earnings per share	(0.21)	$ 1.52		(0.07)	(0.74)	$ (0.74)	$ 1.35	$ (0.78)	$ (2.43)
Class B ordinary shares | As Reported | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding						11,389,568			12,288,052
Basic and diluted earnings per share				(0.07)	(0.74)	$ (0.74)			$ (2.43)
Class B ordinary shares | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		(587,746)				(6,979)	(292,249)	(23,308)	(22,427)
Basic and diluted earnings per share	$ 0.17	$ (1.20)		0.06	0.26	$ 0.19	$ (1.07)	$ 0.51	$ 1.74
Class B ordinary shares | Adjustment | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding						(6,979)			(22,427)
Basic and diluted earnings per share				$ 0.06	$ 0.26	$ 0.19			$ 1.74
Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			517,500,000						$ 517,500,000
Retained Earnings/(Accumulated Deficit)										(60,850,980)
Restated | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption			517,500,000						517,500,000
Retained Earnings/(Accumulated Deficit)			(81,333,286)		$ (59,907,209)	$ (59,907,209)			(81,333,286)	$ (60,850,980)	$ (52,804,572)
Total Shareholders' Deficit			(81,331,992)		(59,905,915)	(59,905,915)			(81,331,992)
Statement of Changes in Shareholders Equity (Deficit)
Accretion of Class A shares to redemption value					(52,265,576)
Accretion to shares subject to redemption					(52,265,576)
Total Shareholders' Deficit			$ (81,331,992)		$ (59,905,915)	$ (59,905,915)			$ (81,331,992)
Restated | Class A ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding								22,975,216
Basic and diluted earnings per share								$ (0.27)
Restated | Class A ordinary shares | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding				51,750,000	6,255,495	4,066,071			31,145,833
Basic and diluted earnings per share				$ (0.01)	$ (0.48)	$ (0.55)			$ (0.69)
Restated | Class B ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding								11,999,192
Basic and diluted earnings per share								$ (0.27)
Restated | Class B ordinary shares | Correction of an Error in Previously Issued Financial Statements
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding						11,382,589			12,265,625
Basic and diluted earnings per share				$ (0.01)	$ (0.48)	$ (0.55)			$ (0.69)

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Accounting evaluation (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001	$ 5,000,001
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redemption value per share		$ 10
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001	$ 5,000,001
Unit price	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 19, 2020	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents		$ 0	$ 0
Offering costs	$ 29,241,089
Underwriting fees	28,462,500
Other offering costs	778,589
Offering cost expenses	$ 1,381,051
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		0	0
Provision for income taxes		0
Federal depositary insurance coverage		$ 250,000	$ 250,000
Number of units issued			51,750,000
Class A ordinary shares
Shares subject to possible redemption		51,750,000	51,750,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Ordinary Shares (Details) - USD ($)	2 Months Ended	3 Months Ended					6 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Mar. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Numerator For Calculation Of Earnings Per Share
Net income (loss)	$ (4,984)	$ 6,099,689	$ (2,695,148)	$ 20,557,534	$ (943,771)	$ (8,483,687)		$ (9,432,442)	$ 23,962,075	$ (29,914,748)
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted loss per share							25,483,334			25,483,334
Common Class B [Member]
Numerator For Calculation Of Earnings Per Share
Net income (loss)										$ (8,452,217)
Non-Redeemable Net Income (loss)		$ 1,219,938			$ (188,754)			$ (3,236,129)	$ 4,792,415
Denominator For Calculation Of Earnings Per Share
Redeemable Class A Ordinary Shares, Basic and Diluted		12,937,500			12,937,500			11,999,192	12,937,500	12,265,625
Basic and diluted net income per share		$ 0.09			$ (0.01)			$ (0.27)	$ 0.37	$ (0.69)
Common Class A [Member]
Numerator For Calculation Of Earnings Per Share
Net income (loss)										$ (21,462,531)
Non-Redeemable Net Income (loss)		$ 4,879,751			$ (755,017)			$ (6,196,313)	$ 19,169,660
Denominator For Calculation Of Earnings Per Share
Redeemable Class A Ordinary Shares, Basic and Diluted		51,750,000			51,750,000			22,975,216	51,750,000	31,145,833
Basic and diluted net income per share		$ 0.09			$ (0.01)			$ (0.27)	$ 0.37	$ (0.69)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Condensed balance sheet are reconciled (Details) - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2020
Proceeds allocated to Public Warrants	$ 12,350,000	$ 12,350,000	$ 12,350,000
Class A ordinary shares
Gross proceeds		517,500,000	517,500,000	$ 517,500,000
Proceeds allocated to Public Warrants		24,150,000		24,150,000
Proceeds allocated to Public Warrants			(24,150,000)
Class A ordinary shares issuance costs		28,115,576	(28,115,576)	28,115,576
Accretion of carrying value to redemption value		52,265,576	52,265,576	52,265,576
Class A ordinary shares subject to possible redemption		$ 517,500,000	$ 517,500,000	$ 517,500,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jun. 19, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period Shares New Issues			51,750,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50	$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period Shares New Issues	51,750,000	51,750,000	51,750,000
Price per share	$ 10	$ 10	$ 10
Number of shares in a unit		1	1
Number of warrants in a unit		0.33	0.33
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50	$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Units Issued During Period Shares New Issues	6,750,000	6,750,000	6,750,000
Price per share	$ 10

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		8,233,334	8,233,334
Price of warrants		$ 1.50	$ 1.50
Aggregate purchase price	$ 12,350,000	$ 12,350,000	$ 12,350,000
Number of shares per warrant		1	1
Exercise price of warrant		$ 11.50	$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 16, 2020	Feb. 18, 2020	Mar. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000		$ 25,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				180 days
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Class B ordinary shares
Related Party Transaction [Line Items]
Shares subject to forfeiture				2,900,000
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued		10,781,250
Aggregate purchase price		$ 25,000
Share dividend	2,156,250
Aggregate number of shares owned	12,937,500
Shares subject to forfeiture				1,687,500	1,687,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%	20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related Party (Details) - USD ($)	Aug. 09, 2021	Jul. 13, 2021	Jun. 16, 2020	Feb. 18, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Maximum Loans Convertible Into Warrants									$ 1,500,000
Outstanding balance of related party note				$ 150,000
Notes Payable, Related Parties, Current					$ 450,000			$ 450,000	0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month			$ 10,000
Total expenses related to administrative support agreement					30,000			90,000
Accrued expenses related to related parties					147,472			147,472	65,000
Related Party Transaction, Expenses from Transactions with Related Party						$ 30,000	$ 35,000		$ 65,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum Loans Convertible Into Warrants					$ 1,500,000			$ 1,500,000
Price of warrants (in dollars per share)					$ 1.50			$ 1.50	$ 1.50
Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 500,000
Bgpt Sponsor [Member] | Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		212,500
Proceeds from Unsecured Notes Payable		106,250
Trasimene Sponsor [Member] | Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		287,500
Proceeds from Unsecured Notes Payable	$ 75,000	$ 143,750

COMMITMENTS (Details)

COMMITMENTS (Details)	9 Months Ended	11 Months Ended
	Sep. 30, 2021USD ($)item$ / shares	Dec. 31, 2020USD ($)item$ / shares	Jun. 19, 2020USD ($)
COMMITMENTS
Maximum number of demands for registration of securities | item	3	3
Period after closing of initial business combination to file resale shelf registration statement	30 days	30 days
Deferred fee per unit | $ / shares	$ 0.35	$ 0.35
Deferred underwriting fees | $	$ 18,112,500	$ 18,112,500	$ 18,112,500

COMMITMENTS - Forward Purchase

COMMITMENTS - Forward Purchase Agreement (Details) - USD ($)	Jun. 05, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Number of shares per warrant		1	1	1
Exercise price of warrant		$ 11.50	$ 11.50	$ 11.50
Contingent fees			$ 1,522,000	$ 1,522,000
Class A ordinary shares
Commitments And Contingencies [Line Items]
Aggregate purchase price		$ 517,500,000	$ 517,500,000	$ 517,500,000
Cannae Holdings Inc | Warrants
Commitments And Contingencies [Line Items]
Warrants to be purchased pursuant to agreements	2,500,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Cannae Holdings Inc | Class A ordinary shares
Commitments And Contingencies [Line Items]
Shares to be purchased pursuant to agreements	7,500,000
Aggregate purchase price	$ 75,000,000	$ 200,000,000
Share price per share	$ 10
Percentage of issued and outstanding shares held by initial stockholders	20.00%

COMMITMENTS - Contingent Fee Ar

COMMITMENTS - Contingent Fee Arrangement (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Contingent fees	$ 5,288,750	$ 2,853,572
Threshold post-Closing dollar volume-weighted average price	$ 12.50
Threshold trading days for determining threshold post-closing dollar volume-weighted average price	20 days
Threshold consecutive trading days for determining threshold post-closing dollar volume-weighted average price	30 days
System1, LLC,Subsidiaries of System1, Protected.net Group Limited and It's Subsidiaries [Member]
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Businesses, Gross	$ 462,500,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 667,500,000
Business Acquisition, Share Price	$ 10
Amount of shareholder redemption need to exceed for dollar to dollar adjustment of consideration	$ 417,500,000
Amount of shareholder redemption need to exceed for equityholders sole discretion for adjustment of consideration	462,500,000
System1 and Protected Management Equityholders [Member]
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Businesses, Gross	212,500,000
Non-Management EquityHolders of System1 [Member]
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Businesses, Gross	$ 250,361,620
Class A ordinary shares
Restructuring Cost and Reserve [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Class C [Member]
Restructuring Cost and Reserve [Line Items]
Common Stock, Par or Stated Value Per Share	0.0001
Common Class D [Member]
Restructuring Cost and Reserve [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001

COMMITMENTS - Commitment Letter

COMMITMENTS - Commitment Letter (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Commitments And Contingencies [Line Items]
Securities held in Trust Account	$ 517,500,000	$ 517,500,000
Commitment Letter
Commitments And Contingencies [Line Items]
Percentage of potential backstop for future redemptions	100.00%
Term Loan | Commitment Letter
Commitments And Contingencies [Line Items]
Loan amount	$ 218,000,000
Term Loan | Orchid Finco LLC | Commitment Letter
Commitments And Contingencies [Line Items]
Loan facility amount	$ 400,000,000
Term of loan	7 years
Percentage of original principal , amortization	1.00%
Revolving Facility | Orchid Finco LLC | Commitment Letter
Commitments And Contingencies [Line Items]
Loan facility amount	$ 50,000,000
Term of loan	5 years
Cannae Holdings Inc | Commitment Letter
Commitments And Contingencies [Line Items]
Subscription amount	$ 200,000,000

COMMITMENTS - Sponser Agreement

COMMITMENTS - Sponser Agreement (Details) - USD ($)	Jun. 05, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Threshold Period For Not To Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination		180 days
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Stock Price Trigger		$ 12
Threshold Trading Days For Transfer, Assign Or Sale of Shares or Warrants, After The Completion of The Initial Business Combination		20 days
Threshold Consecutive Trading Days for Transfer, Assign or Sale of Shares or Warrants, After The Completion of The Initial Business Combination		30 days
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences		150 days
Class B ordinary shares
Defined Benefit Plan Disclosure [Line Items]
Number of Shares Subject to Forfeiture		2,900,000
Shares subject to forfeiture in connection with equity backstop commitments		1,734,694
Class B ordinary shares | BGPT Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of Shares Subject to Forfeiture		1,450,000
Shares subject to forfeiture in connection with equity backstop commitments		1,450,000
Common Class D [Member] | BGPT Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues		725,000
Common Class D [Member] | Trasimene Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues		725,000
Class A ordinary shares
Defined Benefit Plan Disclosure [Line Items]
Proceeds from Issuance or Sale of Equity		$ 517,500,000	$ 517,500,000	$ 517,500,000
Cannae Holdings Inc | Class A ordinary shares
Defined Benefit Plan Disclosure [Line Items]
Proceeds from Issuance or Sale of Equity	$ 75,000,000	$ 200,000,000

SHAREHOLDERS' EQUITY - Preferen

SHAREHOLDERS' EQUITY - Preference Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' EQUITY - Ordinary

SHAREHOLDERS' EQUITY - Ordinary Shares (Details)	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020Vote$ / sharesshares
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	400,000,000	400,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	51,750,000	0
Common shares, shares outstanding (in shares)	51,750,000	0
Temporary Equity, Shares Outstanding	51,750,000	51,750,000
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	40,000,000	40,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1
Common shares, shares issued (in shares)	12,937,500	12,937,500
Common shares, shares outstanding (in shares)	12,937,500	12,937,500
Threshold conversion ratio of stock	20.00%	20.00%

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended	11 Months Ended
	Sep. 30, 2021sharesDay$ / shares	Dec. 31, 2020Day$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18	$ 18
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants | Day		20
Threshold consecutive trading days for redemption of public warrants | Day		30
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	100.00%	100.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	180 days
Warrants
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants exercisable term from the closing of the initial public offering		12 months
Warrants and Rights Outstanding, Term	5 years	5 years
Threshold period for filling registration statement after business combination	20 days	20 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days	60 days
Multiplier used in calculating warrant exercise price	0.361	0.361
Number of trading days on which fair market value of shares is reported | Day	10	10
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Threshold trading days for calculating Market Value | Day	20	20
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180.00%	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Warrants
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	18	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants | shares	20
Threshold consecutive trading days for redemption of public warrants | Day	30
Threshold number of business days before sending notice of redemption to warrant holders | Day	3	3
Redemption period	30 days	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10	$ 10
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Warrants
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	10	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days

FAIR VALUE MEASUREMENTS - Gross

FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details)	Dec. 31, 2020USD ($)
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 517,500,000

FAIR VALUE MEASUREMENTS - Compa

FAIR VALUE MEASUREMENTS - Company's Fair Value Hierarchy for Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 36,950,834		$ 53,005,335
FPA Liability	0	$ 0	10,654,540
Grand Total			63,659,875
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	25,012,500		35,880,000
Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	11,938,334		17,125,335
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	25,012,500		35,880,000
Grand Total			35,880,000
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities			35,880,000
Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	25,012,500		35,880,000
Level 1 | Public Warrants | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities			35,880,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	11,938,334		17,125,335
FPA Liability			10,654,540
Grand Total			27,779,875
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities			17,125,335
FPA Liability			10,654,540
Level 3 | Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 11,938,334		17,125,335
Level 3 | Private Warrants | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities			$ 17,125,335

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in Fair Value of Private Placement Warrant (Details) - USD ($)	3 Months Ended				6 Months Ended	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value			$ 53,005,335				$ 53,005,335
Change in fair value	$ (6,880,500)			$ (1,529,000)		$ 2,548,333	(16,054,501)	$ 17,328,667
Fair value	36,950,834				$ 53,005,335		36,950,834	53,005,335
Private Placement Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value			17,125,335		11,526,668		17,125,335
Change in fair value					5,596,667
Fair value					17,125,335			17,125,335
FPA Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value			10,654,540		255,538		10,654,540
Change in fair value					10,399,002
Fair value					10,654,540			10,654,540
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value			17,125,335				17,125,335
Fair value	11,938,334				17,125,335		11,938,334	17,125,335
Level 3 | Private Placement Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	14,161,334	$ 12,350,001	17,125,335				17,125,335
Change in fair value	(2,223,000)	1,811,333	(4,775,334)
Fair value	11,938,334	14,161,334	12,350,001		17,125,335		11,938,334	17,125,335
Level 3 | FPA Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	$ 0	3,160,168	10,654,540				$ 10,654,540
Change in fair value		(3,160,168)	(7,494,372)
Fair value		$ 0	$ 3,160,168		$ 10,654,540			$ 10,654,540

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	2 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers into level 3		$ 0
Transfers out of Level 3		0
Transfers from level 1 to level 2		0
Transfers from level 2 to level 1		0
FPA Liability		0	$ 0	$ 10,654,540
Cash held in the Trust Account				$ 517,500,000
FPA Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Probability for consummation of business combination				90.00%
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FPA Liability				$ 10,654,540
Level 3 | FPA Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of common stock and warrants	$ 75,000,000	75,000,000
Fixed commitment	$ 75,000,000	$ 75,000,000