Fortress Capital Acquisition (FCAX) 10-K 16 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 15, 2022	Jun. 30, 2021
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39887
Entity Registrant Name	FORTRESS CAPITAL ACQUISITION CORP.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1554815
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	798-6100
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 393,516,360
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Central Index Key	0001823733
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
Entity Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
Trading Symbol	FCAX.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	FCAX
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		40,000,000
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	FCAX WS
Security Exchange Name	NYSE
Class B ordinary shares, par value $0.0001 per share
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2021
Audit Information [Abstract]
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 657,343	$ 94,577
Prepaid expenses	848,979	0
Total current assets	1,506,322	94,577
Investments held in Trust Account	400,045,051	0
Deferred offering costs	0	445,536
Total Assets	401,551,373	540,113
Current liabilities:
Accounts payable and accrued expenses	684,005	244,178
Note payable - related party	0	287,250
Total current liabilities	684,005	531,428
Deferred underwriting commissions payable	14,000,000	0
Warrant liabilities	13,573,333	0
Total Liabilities	28,257,338	531,428
Commitments and Contingencies
Shareholders’ Equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020, respectively	0	0
Additional paid-in capital	0	24,000
Accumulated deficit	(26,752,016)	(16,315)
Total Shareholders’ Equity	(26,751,016)	8,685
Total Liabilities and Shareholders’ Equity	401,551,373	540,113
Ordinary Class A
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,000,000 shares and no shares issued and outstanding at redemption value as of December 31, 2021 and 2020, respectively	400,045,051	0
Shareholders’ Equity:
Ordinary shares	0	0
Ordinary Class B
Shareholders’ Equity:
Ordinary shares	$ 1,000	$ 1,000

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Temporary equity, shares outstanding (in shares)	40,000,000
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Ordinary Class A
Temporary equity, par value (in usd per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	40,000,000	0
Temporary equity, shares outstanding (in shares)	40,000,000	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)		0
Common stock, shares outstanding (in shares)		0
Ordinary Class B
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	10,000,000	10,000,000
Common stock, shares outstanding (in shares)	10,000,000	10,000,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 16,315	$ 1,421,581
Loss from operations	(16,315)	(1,421,581)
Other income (loss):
Interest income	0	45,051
Decrease in fair value of warrant liabilities	0	18,729,892
Fair value in excess of cash received for Private Placement Warrants	0	(5,502,271)
Offering costs related to warrant liabilities	0	(929,159)
Total other income (loss)	0	12,343,513
Net income (loss)	$ (16,315)	10,921,932
Ordinary Class A
Other income (loss):
Net income (loss)		$ 8,737,545
Weighted average shares outstanding, basic (in shares)		40,000,000
Weighted average shares outstanding, diluted (in shares)		40,000,000
Basic net income (loss) per share (in usd per share)		$ 0.22
Diluted net income (loss) per share (in usd per share)		$ 0.22
Ordinary Class B
Other income (loss):
Net income (loss)	$ (16,315)	$ 2,184,387
Weighted average shares outstanding, basic (in shares)	8,750,000	9,952,055
Weighted average shares outstanding, diluted (in shares)	8,750,000	9,952,055
Basic net income (loss) per share (in usd per share)	$ 0	$ 0.22
Diluted net income (loss) per share (in usd per share)	$ 0	$ 0.22

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Class A	Class AOrdinary shares	Class B	Class BOrdinary shares
Beginning balance (in shares) at Aug. 26, 2020					0		0
Beginning balance at Aug. 26, 2020	$ 0	$ 0	$ 0		$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor (in shares)							10,000,000
Issuance of Class B ordinary shares to Sponsor	25,000	24,000					$ 1,000
Net income (loss)	(16,315)		(16,315)			$ (16,315)
Ending balance (in shares) at Dec. 31, 2020				0	0	10,000,000	10,000,000
Ending balance at Dec. 31, 2020	8,685	24,000	(16,315)		$ 0		$ 1,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value (see Note 6)	(37,681,633)	(24,000)	(37,657,633)
Net income (loss)	10,921,932		10,921,932	$ 8,737,545		$ 2,184,387
Ending balance (in shares) at Dec. 31, 2021					0	10,000,000	10,000,000
Ending balance at Dec. 31, 2021	$ (26,751,016)	$ 0	$ (26,752,016)		$ 0		$ 1,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (16,315)	$ 10,921,932
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid directly by Sponsor in consideration for Class B ordinary shares	5,892	0
Interest income from investments held in Trust Account	0	(45,051)
Decrease in fair value of warrant liabilities	0	(18,729,892)
Fair value in excess of cash received for Private Placement Warrants	0	5,502,271
Offering costs related to warrant liabilities	0	929,159
Changes in operating assets and liabilities:
Prepaid expenses	0	(848,979)
Accounts payable and accrued expenses	7,869	211,810
Net cash used in operating activities	(2,554)	(2,058,750)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	0	(400,000,000)
Net cash used in investing activities	0	(400,000,000)
Cash Flows from Financing Activities:
Proceeds from Sponsor loan	287,250	0
Repayment of Sponsor loan	0	(287,250)
Proceeds received from Initial Public Offering of Units, net of underwriting commissions paid	0	392,000,000
Payment of offering costs	(190,119)	(91,234)
Proceeds received from issuance of Private Placement Warrants	0	11,000,000
Net cash provided by financing activities	97,131	402,621,516
Net change in cash	94,577	562,766
Cash - beginning of the period	0	94,577
Cash - end of the period	94,577	657,343
Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions payable in connection with the Initial Public Offering	0	14,000,000
Deferred offering costs paid directly by Sponsor in consideration for Class B ordinary shares	$ 19,108	$ 0

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Description of Organization and Business Operations Fortress Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2020. The Company was formed for the purpose of effecting a merger, capital 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 consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity from August 27, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the completion of the initial public offering (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the issuance of 5,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $400,000,000 and incurring offering costs of $22,764,787, inclusive of $14,000,000 in deferred underwriting commissions (see Note 4). Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 5). Substantially concurrently with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 7,333,333 warrants (the “Private Placement Warrants” and together with the “Public Warrants”, the “Warrants”), at a price of $1.50 per Private Placement Warrant, with the Company’s sponsor, Fortress Capital Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $11,000,000 (see Note 3). The Private Placement Warrants had an estimated fair value of $16,502,271 as of the closing of the Initial Public Offering, resulting in a $5,502,271 non-cash loss to the Company equal to the fair value in excess of cash received for the Private Placement Warrants. Upon the closing of the Initial Public Offering and Private Placement, $400,000,000 ($10.00 per Unit) of the aggregate net cash proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a U.S.-based trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, acting as trustee. Notwithstanding the foregoing, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months (January 2023) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro-rata portion of the amount then in the Trust Account, plus any pro-rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses). The initial shareholders 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 initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares 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 commissions (see Note 4) 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 Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources, mandatory redemption date and going concern As of December 31, 2021, the Company had $657,343 in cash and $684,005 of accounts payable and accrued expenses. As such, the Company does not believe it has sufficient liquidity to meet its current and future estimated financial obligations. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 3). If the Company is unable to complete a Business Combination by January 15, 2023, the Company will cease all operations except for the purpose of liquidation, unless there is an extension on the Company’s period to complete a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements — Going Concern,” the requirement to complete a Business Combination by January 15, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company were unable to continue as a going concern. Separate trading of Class A ordinary shares and Public Warrants On March 2, 2021, the Company announced that, commencing March 5, 2021, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and Public Warrants comprising the Units. Those Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “FCAX.U”, and each of the Class A ordinary shares and Public Warrants that were separated trade on the NYSE under the symbols “FCAX” and “FCAX WS”, respectively. COVID-19 An outbreak of respiratory disease which caused a global pandemic continues to impact global markets. This coronavirus has resulted in enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to markets, supply chains and customer activity, as well as general concern and uncertainty. Although a number of vaccines for COVID-19 have been developed and are in the process of being deployed in certain countries, including the United States, the timing for widespread vaccination is uncertain, and these vaccines may be less effective against new mutated strains of the virus. The impact of this coronavirus continues to evolve and is affecting the economies of many nations, individual companies and markets in general and may continue to last for an extended period of time. Management will continue to evaluate the impact of the COVID-19 pandemic and while the virus could have an adverse effect on the future financial results, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with U.S. 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. 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 had no cash equivalents as of December 31, 2021 and 2020, respectively. Investments held in trust account The investments held in the Trust Account are 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 selected by us meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. The Company had $400,045,051 and no investments held in the Trust Account as of December 31, 2021 and 2020, respectively. Offering costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and totaled $22,764,787, inclusive of $14,000,000 in deferred underwriting commissions and $464,325 in unpaid offering costs. Offering costs of $21,835,628 were related to the issuance of Class A ordinary shares and charged to temporary equity and $929,159 of the offering costs were related to the warrant liabilities and charged to the statements of operations. Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 40,000,000 Class A ordinary shares subject to possible redemption at the redemption value were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets (see Note 6). As of December 31, 2020, there were no Class A ordinary shares issued and outstanding. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares for the year ended December 31, 2021 was calculated by dividing (i) the allocation of net income of $8,737,545 by (ii) the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares for the year ended December 31, 2021 was calculated by dividing (i) the allocation of net income of $2,184,387 by (ii) the weighted average number of Class B ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares for the period from August 27, 2020 (inception) through December 31, 2020 was calculated by dividing (i) net loss of $16,315 by (ii) the weighted average number of Class B ordinary shares outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering (including the exercise of the over-allotment option) and Private Placement to purchase an aggregate of 15,333,333 Class A ordinary shares in the calculation of diluted net income (loss) per share, since the exercise of the Warrants into Class A ordinary shares is contingent upon the occurrence of future events (see Note 5). As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration 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. As of December 31, 2021 and 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant liabilities The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to remeasurement at each balance sheet date and any change in fair value is recorded in the Company’s statements of operations. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Founder shares In September 2020, the Company issued an aggregate of 8,625,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for an aggregate capital contribution of $25,000. On January 12, 2021, the Company effected a share dividend with respect to the Class B ordinary shares, resulting in 10,000,000 Class B ordinary shares issued and outstanding. The Sponsor had agreed to forfeit an aggregate of up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On January 15, 2021, the underwriters exercised their over-allotment option in full. As a result, the 1,250,000 Founder Shares were no longer subject to forfeiture. The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, on a one-for-one basis, subject to adjustment (see Note 5). The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (c) following the completion of the initial Business Combination, such future date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. In January 2021, the Sponsor transferred 25,000 Founder Shares each to two independent directors of the Company. Subsequent to these transfers, the Sponsor held 9,950,000 Founder Shares. Private placement warrants Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate 7,333,333 Private Placement Warrants in the Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. Note payable—related party Prior to the Initial Public Offering, the Sponsor loaned the Company an aggregate of $287,250 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory note was non-interest bearing, unsecured and due on the earlier of July 31, 2021 or the closing of the Initial Public Offering. The Company repaid the promissory note in full on January 14, 2021. Office space and related support services During January 2021, the Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space and related support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2021, the Company incurred and paid $232,258 in expenses for services provided by an affiliate of the Sponsor in connection with the aforementioned agreement. Related party loans The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant of the post-business combination entity. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as of December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Registration rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed prior to the closing date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation 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 lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 5,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. The underwriters exercised this over-allotment in full concurrently with the closing of the Initial Public Offering. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8,000,000 paid upon the closing of the Initial Public Offering. Additionally, a deferred underwriting discount of $0.35 per Unit, or $14,000,000 will be payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Warrant Liabilities	Warrant Liabilities The Company has outstanding Public Warrants to purchase an aggregate of 8,000,000 of the Company’s ordinary shares and outstanding Private Placement Warrants to purchase an aggregate of 7,333,333 of the Company’s ordinary shares (including warrants issued in connection with the exercise of the over-allotment option). The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities as of December 31, 2020 $ — Initial measurement on January 15, 2021 - Initial Public Offering 32,303,225 Decrease in fair value of warrant liabilities (18,729,892) Warrant liabilities as of December 31, 2021 $ 13,573,333 Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination 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 the Class A ordinary shares, at the time of any exercise of a warrant, is not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section (18)(b)(1) of the Securities Act, the Company may require warrant holders who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) the Private Placement Warrants and the Class A ordinary shares issuable upon 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, (ii) the Private Placement Warrants will not be redeemable by the Company (except under scenario 2 below) so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (iii) the Private Placement Warrants may be exercised by the holders on a cashless basis, and (iv) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: 1. When the price per Class A ordinary share equals or exceeds $18.00: ▪ in whole and not in part; ▪ at a price of $0.01 per warrant; ▪ upon a minimum of 30 days’ prior written notice of redemption; and ▪ if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 2. When the price per Class A ordinary share equals or exceeds $10.00: ▪ in whole and not in part; ▪ at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of Class A ordinary shares; ▪ if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to warrant holders; ▪ if the last reported sale price of the Class A ordinary shares is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the Public Warrants.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 40,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no Class A ordinary shares issued and outstanding. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Initial fair value of public warrant liability (15,800,954) Class A ordinary shares offering costs (21,835,628) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 37,681,633 Class A ordinary shares subject to possible redemption $ 400,045,051 Class A ordinary shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. As of December 31, 2021, there were 40,000,000 Class A ordinary shares issued and outstanding and all Class A ordinary shares were subject to possible redemption and included in temporary equity (see Note 6). As of December 31, 2020, there were no Class A ordinary shares issued and outstanding. Class B ordinary shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of December 31, 2021 and 2020 there were 10,000,000 Class B ordinary shares, respectively, issued and outstanding. Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law or the applicable rules of the NYSE then in effect. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were no preferred shares, respectively, issued and outstanding.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders' Equity	Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 40,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. As of December 31, 2020, there were no Class A ordinary shares issued and outstanding. As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Initial fair value of public warrant liability (15,800,954) Class A ordinary shares offering costs (21,835,628) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 37,681,633 Class A ordinary shares subject to possible redemption $ 400,045,051 Class A ordinary shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. As of December 31, 2021, there were 40,000,000 Class A ordinary shares issued and outstanding and all Class A ordinary shares were subject to possible redemption and included in temporary equity (see Note 6). As of December 31, 2020, there were no Class A ordinary shares issued and outstanding. Class B ordinary shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination, on a one-for-one basis. As of December 31, 2021 and 2020 there were 10,000,000 Class B ordinary shares, respectively, issued and outstanding. Only holders of the Founder Shares will have the right to elect all of the Company’s directors prior to the initial Business Combination. Otherwise, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law or the applicable rules of the NYSE then in effect. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. Preferred shares —Pursuant to the amended and restated memorandum and articles of association, the Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were no preferred shares, respectively, issued and outstanding.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. December 31, 2021 Fair Value Valuation Method Assets Investments held in Trust Account $ 400,045,051 Level 1 - Quoted prices in active markets for identical assets Liabilities Public Warrant liability $ 6,240,000 Level 1 - Quoted prices in active markets for identical liabilities Private Placement Warrant liability $ 7,333,333 Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities As of December 31, 2021 and 2020, the recorded values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. Investments held in Trust Account Investments held in Trust Account are invested in a U.S. Treasury securities money market fund as of December 31, 2021. None of the balance in the Trust Account was held in cash as of December 31, 2021. Warrant liabilities The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 15, 2021 (1) - Initial Public Offering 16,502,271 15,800,954 32,303,225 Change in fair value (2)(3) (9,168,938) (9,560,954) (18,729,892) Fair value as of December 31, 2021 (4) $ 7,333,333 $ 6,240,000 $ 13,573,333 ___________________________ (1) Initial fair value for the Warrants on January 15, 2021, the date of the Company’s Initial Public Offering, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement: Input January 15, 2021 Risk-free interest rate 0.72 % Expected volatility 32.5 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants. (2) Changes in valuation are recognized in change in fair value of warrant liabilities in the statements of operations. (3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $7,920,000 during 2021. (4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.26 % Volatility 16.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Private Placement Warrants. Volatility is based on the implied volatility of the Company’s Public Warrants, historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe notes to the financial statements include a discussion of material events, if any, which have occurred subsequent to December 31, 2021 (referred to as “subsequent events”) through the date these financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Emerging growth company	The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	The preparation of the financial statements in conformity with U.S. 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. 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.
Offering costs	Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering of Units and totaled $22,764,787, inclusive of $14,000,000 in deferred underwriting commissions and $464,325 in unpaid offering costs. Offering costs of $21,835,628 were related to the issuance of Class A ordinary shares and charged to temporary equity and $929,159 of the offering costs were related to the warrant liabilities and charged to the statements of operations.
Income taxes	The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Class A ordinary shares subject to possible redemption	The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 40,000,000 Class A ordinary shares subject to possible redemption at the redemption value were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets (see Note 6). As of December 31, 2020, there were no Class A ordinary shares issued and outstanding.
Net income (loss) per ordinary share	The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of net income (loss) per ordinary share. Earnings and losses are shared pro-rata between the two classes of shares. Remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares for the year ended December 31, 2021 was calculated by dividing (i) the allocation of net income of $8,737,545 by (ii) the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares for the year ended December 31, 2021 was calculated by dividing (i) the allocation of net income of $2,184,387 by (ii) the weighted average number of Class B ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares for the period from August 27, 2020 (inception) through December 31, 2020 was calculated by dividing (i) net loss of $16,315 by (ii) the weighted average number of Class B ordinary shares outstanding for the period.
Concentration of credit risk	Financial instruments that potentially subject the Company to concentration 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. As of December 31, 2021 and 2020, respectively, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value measurements	Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant liabilities	The Company accounts for its outstanding Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Subtopic 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and determined that the Warrants do not meet the criteria for equity treatment thereunder. As such, each warrant must be recorded as a liability and is subject to remeasurement at each balance sheet date and any change in fair value is recorded in the Company’s statements of operations. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities.
Recent accounting pronouncements	Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Warrant Liabilities (Tables)

Warrant Liabilities (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Schedule Of Warrant Liability	The change in fair value of the warrant liabilities is summarized as follows: Warrant liabilities as of December 31, 2020 $ — Initial measurement on January 15, 2021 - Initial Public Offering 32,303,225 Decrease in fair value of warrant liabilities (18,729,892) Warrant liabilities as of December 31, 2021 $ 13,573,333

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of Class A Ordinary Shares Reflected on the Balance Sheet	As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Initial fair value of public warrant liability (15,800,954) Class A ordinary shares offering costs (21,835,628) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 37,681,633 Class A ordinary shares subject to possible redemption $ 400,045,051

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. December 31, 2021 Fair Value Valuation Method Assets Investments held in Trust Account $ 400,045,051 Level 1 - Quoted prices in active markets for identical assets Liabilities Public Warrant liability $ 6,240,000 Level 1 - Quoted prices in active markets for identical liabilities Private Placement Warrant liability $ 7,333,333 Level 3 - Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing liabilities
Schedule of Warrant Liabilities and Fair Value Measurement Inputs and Valuation Techniques	The following table presents the changes in the fair value of warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 15, 2021 (1) - Initial Public Offering 16,502,271 15,800,954 32,303,225 Change in fair value (2)(3) (9,168,938) (9,560,954) (18,729,892) Fair value as of December 31, 2021 (4) $ 7,333,333 $ 6,240,000 $ 13,573,333 ___________________________ (1) Initial fair value for the Warrants on January 15, 2021, the date of the Company’s Initial Public Offering, was determined using a closed form barrier option simulation model and a modified Black-Scholes option pricing model, with consideration of the redemption features of the Warrants. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the modified Black-Scholes option pricing model for the Warrants were as follows at initial measurement: Input January 15, 2021 Risk-free interest rate 0.72 % Expected volatility 32.5 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50 The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants. (2) Changes in valuation are recognized in change in fair value of warrant liabilities in the statements of operations. (3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $7,920,000 during 2021. (4) The key inputs into the modified Black-Scholes option pricing model for the Private Placement Warrants were as follows as of December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.26 % Volatility 16.0 % Dividend yield 0.0 % Expected term (years) 6 years Exercise price $11.50

Description of Organization a_2

Description of Organization and Business Operations (Details)	Jan. 15, 2023USD ($)$ / shares	Jan. 15, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)$ / sharesshares
Class of Stock [Line Items]
Proceeds from the initial public offering, gross		$ 400,000,000
Offering costs incurred		22,764,787
Deferred underwriting commissions		$ 14,000,000	$ 0	$ 14,000,000
Number of shares in each unit (in shares) | shares		1
Number of redeemable warrants in each unit issued in public offering		0.2
Number of securities called by each warrant (in shares) | shares		1		1
Public warrant, class A common stock exercise price per share (in usd per share) | $ / shares		$ 11.50		$ 11.50
Proceeds received from issuance of Private Placement Warrants		$ 11,000,000	0	$ 11,000,000
Loss on sale on fair value of excess of cash received for private placement warrants.			0	5,502,271
Cash			94,577	657,343
Accounts payable and accrued expenses			$ 244,178	$ 684,005
Minimum percentage of fair market value of business acquisition to assets in trust account				80.00%
Minimum percentage of outstanding voting securities to be acquired for completion of business combination				50.00%
Minimum net tangible assets to complete business combination				$ 5,000,001
Percentage of public shares required to repurchase if business combination is not completed within specific period				100.00%
Forecast
Class of Stock [Line Items]
Percentage of public shares required to repurchase if business combination is not completed within specific period	100.00%
Period from closing of public offering to complete business combination	24 months
Redemption period if business combination is not completed within specific period	10 days
Interest to pay dissolution expenses, maximum	$ 100,000
Ordinary Class A
Class of Stock [Line Items]
Proceeds from the initial public offering, gross				$ 400,000,000
Percentage of aggregate common shares that may be redeemed without prior consent				15.00%
IPO
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares		40,000,000
Shares issued (in usd per share) | $ / shares		$ 10
Public warrant, class A common stock exercise price per share (in usd per share) | $ / shares		$ 11.50
Class of warrant or right, number of securities called by warrants (in shares) | shares				8,000,000
Initial fair value of warrant liabilities		$ 32,303,225
Initial redemption price per share (in usd per share) | $ / shares				$ 10
IPO | Forecast
Class of Stock [Line Items]
Shares issued (in usd per share) | $ / shares	$ 10
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares		5,000,000
Proceeds from the initial public offering, gross		$ 400,000,000
Private Placement
Class of Stock [Line Items]
Public warrant, class A common stock exercise price per share (in usd per share) | $ / shares				$ 11.50
Class of warrant or right, number of securities called by warrants (in shares) | shares		7,333,333		7,333,333
Price paid per share (in usd per share) | $ / shares		$ 1.50
Initial fair value of warrant liabilities		$ 16,502,271
Loss on sale on fair value of excess of cash received for private placement warrants.		$ 5,502,271
Private Placement | Ordinary Class A
Class of Stock [Line Items]
Public warrant, class A common stock exercise price per share (in usd per share) | $ / shares		$ 11.50

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2021	Jan. 12, 2021
Accounting Policies [Abstract]
Cash equivalents		$ 0	$ 0
Investment securities maturity period			185 days
Investments held in Trust Account		0	$ 400,045,051
Deferred offering costs	$ 22,764,787
Deferred underwriting commissions payable	14,000,000	0	14,000,000
Deferred offering costs, unpaid	464,325
Offering costs attributed to issuance of stock	21,835,628
Offering costs related to warrant liabilities	$ 929,159	0	929,159
Unrecognized tax benefits		0	0
Unrecognized tax benefits, accrued for interest and penalties		0	$ 0
Class of Stock [Line Items]
Temporary equity, shares outstanding (in shares)			40,000,000
Net income (loss)		(16,315)	$ 10,921,932
FDIC insured amount		$ 250,000	$ 250,000
Ordinary Class A
Class of Stock [Line Items]
Temporary equity, shares issued (in shares)		0	40,000,000
Temporary equity, shares outstanding (in shares)		0	40,000,000
Common stock, shares issued (in shares)		0
Common stock, shares outstanding (in shares)		0
Net income (loss)			$ 8,737,545
Ordinary Class A | Private Placement
Class of Stock [Line Items]
Securities excluded from the calculation of basic loss per ordinary share (in shares)			15,333,333
Ordinary Class B
Class of Stock [Line Items]
Common stock, shares issued (in shares)		10,000,000	10,000,000	10,000,000
Common stock, shares outstanding (in shares)		10,000,000	10,000,000	10,000,000
Net income (loss)		$ (16,315)	$ 2,184,387

Related Party Transactions (Det

Related Party Transactions (Details)	Jan. 15, 2021$ / sharesshares	Jan. 31, 2021USD ($)directorshares	Sep. 30, 2020USD ($)shares	Dec. 31, 2020USD ($)shares	Dec. 31, 2021USD ($)day$ / sharesshares	Jan. 14, 2021USD ($)	Jan. 12, 2021shares
Related Party Transaction [Line Items]
Stock issued during period, new issues | $				$ 25,000
Minimum number of trading days | day					20
Consecutive trading day threshold | day					30
Number of securities called by each warrant (in shares)	1				1
Exercise price (in usd per share) | $ / shares	$ 11.50				$ 11.50
Blackout trading period after completion of business combination	30 days
Note payable - related party | $				$ 287,250	$ 0
Working Capital Loan
Related Party Transaction [Line Items]
Working capital loans convertible to warrants, maximum | $					$ 1,500,000
Price paid per share (in usd per share) | $ / shares					$ 1.50
Working capital loans | $					$ 0
Private Placement
Related Party Transaction [Line Items]
Class of warrant or right, number of securities called by warrants (in shares)	7,333,333				7,333,333
Exercise price (in usd per share) | $ / shares					$ 11.50
Price paid per share (in usd per share) | $ / shares	$ 1.50
Sponsor
Related Party Transaction [Line Items]
Note payable - related party | $						$ 287,250
Monthly related party fee for office space and related support services | $		$ 20,000			$ 232,258
Ordinary Class B
Related Party Transaction [Line Items]
Stock issued during period, new issues (in shares)			8,625,000
Stock issued during period, new issues | $			$ 25,000
Common stock, shares issued (in shares)				10,000,000	10,000,000		10,000,000
Common stock, shares outstanding (in shares)				10,000,000	10,000,000		10,000,000
Ordinary Class B | Sponsor
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)					9,950,000
Number of shares transferred (in shares)		25,000
Number of independent directors | director		2
Ordinary Class A
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)				0
Common stock, shares outstanding (in shares)				0
Conversion ratio	1				1
Common stock trigger price (in usd per share) | $ / shares					$ 12
Ordinary Class A | Private Placement
Related Party Transaction [Line Items]
Exercise price (in usd per share) | $ / shares	$ 11.50
Maximum | Ordinary Class B
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised (in shares)	1,250,000
Maximum | Ordinary Class B | Sponsor
Related Party Transaction [Line Items]
Number of shares to be forfeited if overallotment option is not exercised (in shares)			1,250,000
Minimum
Related Party Transaction [Line Items]
Minimum number of days after initial business combination | day					150

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jan. 15, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)demand	Dec. 31, 2020USD ($)
Class of Stock [Line Items]
Underwriting agreement, option period	45 days
Underwriting discount (in usd per share) | $ / shares	$ 0.20
Underwriting discount paid | $	$ 8,000,000
Deferred underwriting discount (in usd per share) | $ / shares	$ 0.35
Deferred underwriting commissions | $	$ 14,000,000	$ 14,000,000	$ 0
Maximum
Class of Stock [Line Items]
Number of demands | demand		3
Over-Allotment Option
Class of Stock [Line Items]
Stock issued during period, new issues (in shares) | shares	5,000,000

Warrant Liabilities - Narrative

Warrant Liabilities - Narrative (Details)	12 Months Ended
	Dec. 31, 2021day$ / sharesshares	Jan. 15, 2021$ / sharesshares
Class of Stock [Line Items]
Number of securities called by each warrant (in shares) | shares	1	1
Public warrant, class A common stock exercise price per share (in usd per share)	$ 11.50	$ 11.50
Public warrants, exercise period following business combination	30 days
Public warrants, exercise period following IPO	12 months
Warrants, expiration period	5 years
Restriction period for transfer, assignment or sale	30 days
Minimum number of trading days | day	20
Consecutive trading day threshold | day	30
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in usd per share)	$ 9.20
Percentage of warrant exercise price adjusted to price received in new issuance	115.00%
Minimum
Class of Stock [Line Items]
Percentage of equity proceeds from issuance	60.00%
Class A Common Stock Equals or Exceeds $18.00
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 18
Redemption price per warrant (in usd per share)	$ 0.01
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 18
Minimum number of trading days | day	20
Consecutive trading day threshold | day	30
Percentage of warrant exercise price adjusted to price received in new issuance	180.00%
Ordinary Class A | Class A Common Stock Equals or Exceeds $10.00
Class of Stock [Line Items]
Target share price of warrants or rights for redemption (in usd per share)	$ 10
Redemption price per warrant (in usd per share)	$ 0.10
Number of days for written notice of redemption	30 days
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share)	$ 10
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders, public and private (in usd per share)	$ 18
IPO
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (in shares) | shares	8,000,000
Public warrant, class A common stock exercise price per share (in usd per share)		$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants (in shares) | shares	7,333,333	7,333,333
Public warrant, class A common stock exercise price per share (in usd per share)	$ 11.50
Private Placement Warrants | Ordinary Class A
Class of Stock [Line Items]
Public warrant, class A common stock exercise price per share (in usd per share)		$ 11.50

Warrant Liabilities - Changes i

Warrant Liabilities - Changes in Fair Value of Warrant Liabilities (Details) - USD ($)	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2021
Fair Value Adjustment of Warrants [Roll Forward]
Warrant liability, beginning of period			$ 0
Decrease in fair value of warrant liabilities		$ 0	(18,729,892)
Warrant liability, end of period		$ 0	$ 13,573,333
IPO
Fair Value Adjustment of Warrants [Roll Forward]
Initial measurement on January 15, 2021 - Initial Public Offering	$ 32,303,225

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption - Narrative (Details)	Dec. 31, 2021vote$ / sharesshares	Dec. 31, 2020shares
Common Stock Subject to Possible Redemption [Line Items]
Temporary equity, shares outstanding (in shares)	40,000,000
Ordinary Class A
Common Stock Subject to Possible Redemption [Line Items]
Shares authorized (in shares)	200,000,000
Par value (in usd per share) | $ / shares	$ 0.0001
Temporary equity, number of votes per share | vote	1
Temporary equity, shares outstanding (in shares)	40,000,000	0
Shares issued (in shares)	40,000,000	0

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption - Class A Ordinary Shares Reflected on the Balance Sheet (Details) - USD ($)	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2021
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds	$ 400,000,000
Initial fair value of public warrant liability		$ 0	$ (13,573,333)
Class A ordinary shares offering costs		(190,119)	(91,234)
Ordinary Class A
Common Stock Subject to Possible Redemption [Line Items]
Gross proceeds			400,000,000
Class A ordinary shares offering costs			(21,835,628)
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value			37,681,633
Class A ordinary shares subject to possible redemption		$ 0	400,045,051
Ordinary Class A | Public Sale
Common Stock Subject to Possible Redemption [Line Items]
Initial fair value of public warrant liability			$ (15,800,954)

Shareholders' Equity (Details)

Shareholders' Equity (Details)	Dec. 31, 2021vote$ / sharesshares	Jan. 15, 2021	Jan. 12, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000,000			1,000,000
Preferred stock, par value (in usd per share) | $ / shares	$ 0.0001			$ 0.0001
Preferred stock, shares issued (in shares)	0			0
Preferred stock, shares outstanding (in shares)	0			0
Ordinary Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	200,000,000			200,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001			$ 0.0001
Common stock, number of votes per share | vote	1
Common shares and temporary equity, shares, outstanding (in shares)	40,000,000
Common shares and temporary equity, shares, issued (in shares)	40,000,000
Common stock, shares issued (in shares)				0
Common stock, shares outstanding (in shares)				0
Conversion ratio	1	1
Ordinary Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	20,000,000			20,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001			$ 0.0001
Common stock, number of votes per share | vote	1
Common stock, shares issued (in shares)	10,000,000		10,000,000	10,000,000
Common stock, shares outstanding (in shares)	10,000,000		10,000,000	10,000,000
Percentage of total common stock outstanding upon completion of initial public offering	20.00%

Fair Value Measurements - Measu

Fair Value Measurements - Measured on a Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Assets
Investments held in Trust Account	$ 400,045,051	$ 0
Liabilities
Warrant liabilities	13,573,333	0
Recurring
Liabilities
Warrant liabilities	13,573,333	0
Recurring | Level 1
Assets
Investments held in Trust Account	400,045,051
Recurring | Level 1 | Public Warrants
Liabilities
Warrant liabilities	6,240,000	0
Recurring | Level 3 | Private Placement Warrants
Liabilities
Warrant liabilities	$ 7,333,333	$ 0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in Fair Value of Warrant Liabilities (Details) - USD ($)	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2021
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period			$ 0
Change in fair value		$ 0	(18,729,892)
Warrant liability, end of period		0	13,573,333
Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period			0
Initial fair value of warrant liabilities	$ 32,303,225
Change in fair value			(18,729,892)
Warrant liability, end of period		0	13,573,333
Private Placement Warrants
Warrant Liabilities [Roll Forward]
Initial fair value of warrant liabilities	16,502,271
Private Placement Warrants | Level 3 | Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period			0
Initial fair value of warrant liabilities	16,502,271
Change in fair value			(9,168,938)
Warrant liability, end of period		0	7,333,333
Public Warrants | Level 1 | Recurring
Warrant Liabilities [Roll Forward]
Warrant liability, beginning of period			0
Initial fair value of warrant liabilities	$ 15,800,954
Change in fair value			(9,560,954)
Warrant liability, end of period		$ 0	$ 6,240,000

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative information related to warrant liability (Details)	Jan. 15, 2021$ / shares	Dec. 31, 2021USD ($)$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	6 years
Exercise price (in usd per share)	$ 11.50	$ 11.50
Public Sale
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Transfers out of Level 3 | $		$ 7,920,000
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)		6 years
Exercise price (in usd per share)		$ 11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0072
Risk-free interest rate | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.0126
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.325
Expected volatility | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.160
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0
Dividend yield | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0