TH International 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-39890
Entity Registrant Name	SILVER CREST ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1559547
Entity Address, Address Line One	Suite 3501, 35/F, Jardine House
Entity Address, Address Line Two	1 Connaught Place
Entity Address, City or Town	Central
Entity Address, Country	HK
City Area Code	852
Local Phone Number	2165-9000
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
Entity Shell Company	true
Entity Central Index Key	0001826553
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	SLCRU
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	SLCR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	SLCRW
Security Exchange Name	NASDAQ
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 41,455	$ 375,993
Prepaid expenses	459,031	43,336
Total Current Assets	500,486	419,329
Investments held in Trust Account	345,655,280	345,104,459
TOTAL ASSETS	346,155,766	345,523,788
Current liabilities
Accounts payable and accrued expenses	6,658,109	5,001,789
Promissory note - related party	730,000
Total Current Liabilities	7,388,109	5,001,789
Deferred underwriting fee payable		12,075,000
Warrant Liabilities	5,601,275	15,982,880
Total Liabilities	12,989,384	33,059,669
Commitments
Class A ordinary shares subject to possible redemption 34,500,000 shares at $10.02 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively	345,655,280	345,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(12,489,761)	(32,536,744)
Total Shareholders' Deficit	(12,488,898)	(32,535,881)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT	346,155,766	345,523,788
Class A Ordinary Shares
Shareholders' Deficit
Common stock
Class A Ordinary Shares Subject to Redemption
Current liabilities
Class A ordinary shares subject to possible redemption 34,500,000 shares at $10.02 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively	345,655,280	345,000,000
Class B Ordinary Shares
Shareholders' Deficit
Common stock	$ 863	$ 863

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Ordinary Shares Subject to Redemption
Common shares, shares issued	34,500,000	34,500,000
Common shares, shares outstanding	34,500,000	34,500,000
Temporary equity, shares outstanding	34,500,000	34,500,000
Temporary equity, redemption price per share	$ 10.02	$ 10
Class B Ordinary Shares
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	8,625,000	8,625,000
Common shares, shares outstanding	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating and formation costs	$ 960,645	$ 1,999,657	$ 2,305,171	$ 2,198,898
Loss from operations	(960,645)	(1,999,657)	(2,305,171)	(2,198,898)
Other income (expense):
Interest earned on marketable securities held in Trust Account	521,948	25,595	550,821	75,364
Interest earned - bank		23		35
Forgiveness of debt	12,075,000		12,075,000
Transaction costs incurred in connection with warrants				(820,326)
Change in fair value of warrant liability	6,166,225	(8,891,000)	10,381,605	(523,000)
Total other income (expense)	18,763,173	(8,865,382)	23,007,426	(1,267,927)
Net income (loss)	$ 17,802,528	$ (10,865,039)	$ 20,702,255	$ (3,466,825)
Class A Ordinary Shares
Other income (expense):
Weighted average shares outstanding, Basic	34,500,000	34,500,000	34,500,000	34,500,000
Weighted average shares outstanding, Diluted	34,500,000	34,500,000	34,500,000	34,500,000
Net income (loss) per ordinary share, Basic	$ 0.41		$ 0.48	$ (0.08)
Net income (loss) per ordinary share, Diluted	$ 0.41		$ 0.48	(0.08)
Class B Ordinary Shares
Other income (expense):
Weighted average shares outstanding, Basic	8,625,000		8,625,000
Weighted average shares outstanding, Diluted	8,625,000		8,625,000
Net income (loss) per ordinary share, Basic	$ 0.41		$ 0.48	(0.08)
Net income (loss) per ordinary share, Diluted	$ 0.41		$ 0.48	$ (0.08)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class B Ordinary Shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 863	$ 24,137	$ (5,000)	$ 20,000
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A ordinary shares subject to redemption amount		(1,537,137)	(31,470,877)	(33,008,014)
Excess cash received over fair value of Private Placement Warrants		1,513,000		1,513,000
Net income (loss)			7,398,214	7,398,214
Balance at the end at Mar. 31, 2021	$ 863		(24,077,663)	(24,076,800)
Balance at the end (in shares) at Mar. 31, 2021	8,625,000
Balance at the beginning at Dec. 31, 2020	$ 863	24,137	(5,000)	20,000
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(3,466,825)
Balance at the end at Jun. 30, 2021	$ 863		(34,942,702)	(34,941,839)
Balance at the end (in shares) at Jun. 30, 2021	8,625,000
Balance at the beginning at Dec. 31, 2020	$ 863	$ 24,137	(5,000)	20,000
Balance at the beginning (in shares) at Dec. 31, 2020	8,625,000
Balance at the end at Dec. 31, 2021	$ 863		(32,536,744)	(32,535,881)
Balance at the end (in shares) at Dec. 31, 2021	8,625,000
Balance at the beginning at Mar. 31, 2021	$ 863		(24,077,663)	(24,076,800)
Balance at the beginning (in shares) at Mar. 31, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(10,865,039)	(10,865,039)
Balance at the end at Jun. 30, 2021	$ 863		(34,942,702)	(34,941,839)
Balance at the end (in shares) at Jun. 30, 2021	8,625,000
Balance at the beginning at Dec. 31, 2021	$ 863		(32,536,744)	(32,535,881)
Balance at the beginning (in shares) at Dec. 31, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			2,899,735	2,899,735
Balance at the end at Mar. 31, 2022	$ 863		(29,637,009)	(29,636,146)
Balance at the end (in shares) at Mar. 31, 2022	8,625,000
Balance at the beginning at Dec. 31, 2021	$ 863		(32,536,744)	(32,535,881)
Balance at the beginning (in shares) at Dec. 31, 2021	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				20,702,255
Balance at the end at Jun. 30, 2022	$ 863		(12,489,761)	(12,488,898)
Balance at the end (in shares) at Jun. 30, 2022	8,625,000
Balance at the beginning at Mar. 31, 2022	$ 863		(29,637,009)	(29,636,146)
Balance at the beginning (in shares) at Mar. 31, 2022	8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for Class A ordinary shares subject to redemption amount			(655,280)	(655,280)
Net income (loss)			17,802,528	17,802,528
Balance at the end at Jun. 30, 2022	$ 863		$ (12,489,761)	$ (12,488,898)
Balance at the end (in shares) at Jun. 30, 2022	8,625,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)			$ 20,702,255	$ (3,466,825)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Transaction costs incurred in connection with IPO				820,326
Interest earned on marketable securities held in Trust Account	$ (521,948)	$ (25,595)	(550,821)	(75,364)
Change in fair value of warrant liabilities	(6,166,225)	8,891,000	(10,381,605)	523,000
Forgiveness of debt	(12,075,000)		(12,075,000)
Changes in operating assets and liabilities:
Prepaid expenses			(415,695)	(311,810)
Accounts payable and accrued expenses			1,656,320	1,795,053
Net cash used in operating activities			(1,064,546)	(715,620)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(345,000,000)
Net cash used in investing activities				(345,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				338,100,000
Proceeds from sale of Private Placements Warrants				8,900,000
Proceeds from promissory note - related party			730,000
Repayment of promissory note - related party				(182,670)
Payment of offering costs				(358,820)
Net cash provided by financing activities			730,000	346,458,510
Net Change in Cash			(334,538)	742,890
Cash - Beginning of period			375,993
Cash - End of period	$ 41,455	$ 742,890	$ 41,455	742,890
Non-cash investing and financing activities:
Offering costs included in accrued offering costs				1,150
Offering costs paid through promissory note				26,199
Payment of prepaid expenses through promissory note				26,800
Deferred underwriting fee payable				$ 12,075,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Silver Crest Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 3, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from September 3, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2021. On January 19, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Silver Crest Management LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4. Following the closing of the Initial Public Offering on January 19, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. On August 18, 2022, the Company is holding an Extraordinary General Meeting of Shareholders where shareholders will vote on whether to approve the Merger (as defined below). Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until January 19, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The underwriter has waived its claim to the deferred underwriting commission it would have been entitled to receive in the Merger. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. ​ Liquidity and Capital Resources As of June 30, 2022, the Company had $41,455 in its operating bank account and a working capital deficit of $6,887,623. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the consummation of a Business Combination. The Company intends to complete a Business Combination by January 19, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 19, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 19, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Cash and Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $19,510,840 were accreted to equity upon the completion of the Initial Public Offering, and $820,326 of the offering costs were related to the warrant liabilities and charged to the condensed statement of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ ​ (14,317,500) Class A ordinary shares issuance costs ​ ​ (18,690,514) Plus: ​ Accretion of carrying value to redemption value ​ ​ 33,008,014 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 345,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 655,280 Class A ordinary shares subject to possible redemption as of June 30, 2022 ​ $ 345,655,280 ​ Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase, 26,150,000 Class A ordinary shares in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 14,242,022 ​ $ 3,560,506 ​ $ (8,692,031) ​ $ (2,173,008) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.41 ​ $ 0.41 ​ $ (0.25) ​ $ (0.25) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 16,561,804 ​ $ 4,140,451 ​ $ (2,718,020) ​ $ (748,805) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 34,500,000 ​ 8,625,000 ​ 34,500,000 ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.48 ​ $ 0.48 ​ $ (0.08) ​ $ (0.08) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities (see Note 9).

PUBLIC OFFERING

PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000 ($1,513,000 represents cash paid in excess of fair value), in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 13, 2021, the Company effected a share dividend, resulting in 8,625,000 Class B ordinary shares outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing January 13, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial and administrative services. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, of which such amount of $60,000 is included in accrued expenses in the accompanying condensed balance sheets. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 in fees for these services. As of June 30, 2022 and December 31, 2021, administrative service fees due to related party totaling $180,000 and $120,000, respectively, are included in the accrued expenses in the condensed balance sheets. Promissory Note — Related Party On January 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000 . The Promissory Note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. As December 31, 2020, there was $129,671 outstanding which was repaid with the proceeds from the Initial Public Offering. The note was then terminated. On April 11, 2022, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $850,000 for working capital needs (the “2022 Promissory Note”). The Sponsor holds (i) 8,625,000 Class B ordinary shares of the Company, par value $0.0001 each, and (ii) 8,900,000 warrants, each exercisable to purchase one Class A ordinary share of the Company at $11.50 per share. The 2022 Promissory Note is non-interest bearing and payable on the earlier of (i) January 19, 2023 or (ii) the consummation of a Business Combination (as defined in Silver Crest's Second Amended and Restated Memorandum and Articles of Association), in which event it could be repaid out of the proceeds of the Trust Account released to the Company. As of June 30, 2022 and December 31, 2021, there was $730,000 and $0 outstanding borrowings under the 2022 Promissory Note, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on January 13, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 9, 2022, UBS Securities LLC informed the Company that the right to the Deferred Discount referred in Sections 1 and 4(oo) of the underwriting agreement has been waived. Merger Agreement On August 13, 2021, Silver Crest entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TH International Limited, a Cayman Islands exempted company (“THIL”), and Miami Swan Ltd, a Cayman Islands exempted company and wholly owned subsidiary of THIL (“Merger Sub”). On January 30, 2022, the Company entered into Amendment No. 1 (the “First Amendment”) to the previously disclosed Merger Agreement, dated August 13, 2021. On March 9, 2022, the Company entered into Amendment No. 2 (the “Second Amendment”) to the previously disclosed Agreement and Plan of Merger, dated August 13, 2021. On June 27, 2022, the Company entered into Amendment No. 3 (the “Third Amendment”) to the previously disclosed Agreement and Plan of Merger, dated August 13, 2021. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Silver Crest (the “First Merger”), with Silver Crest surviving the First Merger as a wholly owned subsidiary of THIL, and (ii) Silver Crest will merge with and into THIL (the “Second Merger” and together with the First Merger, the “Merger”), with THIL surviving the Second Merger (the “Business Combination”). Pursuant to the Merger Agreement and subject to the approval of the Silver Crest shareholders, among other things, (i) immediately prior to the effective time of the First Merger (the “First Effective Time”), each Class B Ordinary Share of Silver Crest, par value $0.0001 per share (“Class B Shares”), outstanding immediately prior to the First Effective Time will be automatically converted into one Class A Ordinary Share of Silver Crest, par value $0.0001 per share (“Class A Shares”) and, after giving effect to such automatic conversion and the Unit Separation (as defined below), at the First Effective Time and as a result of the First Merger, each issued and outstanding Class A Share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one ordinary share of THIL (“THIL Ordinary Share”) after giving effect to the Share Split (as defined below), and (ii) each issued and outstanding warrant of Silver Crest sold to the public and to Silver Crest Management LLC, a Cayman Islands limited liability company (“Sponsor”), in a private placement in connection with Silver Crest’s initial public offering (“Silver Crest Warrants”) will automatically and irrevocably be assumed by THIL and converted into a corresponding warrant exercisable for THIL Ordinary Shares (“THIL Warrants”). Immediately prior to the First Effective Time, the Class A Shares and the public Silver Crest Warrants comprising each issued and outstanding unit of Silver Crest (“Silver Crest Unit”), consisting of one Class A Share and one one In conjunction with the Merger, it is expected that an independent company will be incorporated in China with the sole purpose of safeguarding the retention and use of data of THIL’s guests (“NewCo”). THIL will not own any equity interest in NewCo, which will enter into a long-term contract to provide services to THIL on a cost-only basis. THIL believes that the creation and operation of NewCo directly addresses the valid concerns highlighted by recent statements by the Cyberspace Administration of China (“CAC”) as they have been articulated to date. THIL will inform CAC (and, as appropriate, other regulators) of the plans and operation of NewCo and fully appreciates that THIL’s and NewCo’s operations remain subject to review by CAC and other regulators. Conditions to Closing The consummation of the Merger is conditioned upon, among other things: (i) receipt of the required approval by the Silver Crest shareholders; (ii) after giving effect to the exercise of the redemption rights of the Silver Crest shareholders (the “Silver Crest Shareholder Redemption”), Silver Crest having at least $5,000,001 of net tangible assets immediately after the First Effective Time; (iii) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Merger; (iv) the approval for listing of THIL Ordinary Shares, THIL Warrants and THIL Ordinary Shares underlying THIL Warrants to be issued in connection with the Merger upon the Closing (as defined in the Merger Agreement) on Nasdaq, subject only to official notice of issuance thereof; (v) effectiveness of the Registration Statement (as defined below) in accordance with the Securities Act of 1933, as amended (the “Securities Act”) and the absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; and (vi) completion of the recapitalization of THIL’s share capital in accordance with the terms of the Merger Agreement and THIL’s organizational documents. On August 18, 2022, the Company is holding an Extraordinary General Meeting of Shareholders where shareholders will vote on whether to approve the Merger. The obligations of THIL and Merger Sub to consummate the Merger is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Silver Crest (subject to certain materiality standards set forth in the Merger Agreement); (ii) material compliance by Silver Crest with its pre-closing covenants; and (iii) the funds contained in Silver Crest’s trust account (after giving effect to the Silver Crest Shareholder Redemption), together with the aggregate amount of proceeds from any PIPE Financing (as defined below), and the aggregate amount of proceeds from the Permitted Equity Financing (as defined below) (but only if the amount received by THIL in any PIPE Financing is equal to or exceeds $100,000,000), equaling or exceeding (x) $250,000,000, in the event that the aggregate amount of proceeds from the PIPE Financing equals or exceeds $100,000,000, or (y) $175,000,000, in the event that the aggregate amount of proceeds from the PIPE Financing is less than $100,000,000. On January 30, 2022, the Company entered into the First Amendment to the previously disclosed Merger Agreement, dated August 13, 2021, by and among the Company, THIL, and Merger Sub. Pursuant to the First Amendment, the Company, THIL and Merger Sub agreed to extend the Termination Date (as defined in the Merger Agreement) to March 1, 2022, after which either the Company or THIL may terminate the Merger Agreement. On March 9, 2022, the Company entered into the Second Amendment to the previously disclosed Merger Agreement, dated August 13, 2021, by and among the Company, THIL, and Merger Sub, as amended on January 30, 2022. The Second Amendment amended the terms of the merger agreement to, among other things: extend the termination date (as defined in the Merger Agreement) to June 30, 2022; reduce the pre-transaction equity value of THIL from $1.688 billion to $1.4 billion; remove the minimum cash condition; shorten the exclusivity period applicable to the Company to May 1, 2022; and simplify the board of directors to a single class of directors each elected annually. On June 27, 2022, the Company entered into the Third Amendment to the previously disclosed Merger Agreement, dated August 13, 2021, by and among the Company, THIL, and Merger Sub, as amended on March 9, 2022. The Third Amendment amended the terms of the merger agreement to extend the termination date as defined in the Second Amendment to August 30, 2022. See the Current Reports on Form 8-K filed with the SEC on January 31, 2022, and March 9, 2022, and June 27, 2022 for further information. Sponsor Lock-Up Agreement Concurrently with the execution and delivery of the Merger Agreement, THIL and Sponsor entered into a Sponsor Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which Sponsor, among other things, agreed not to transfer any THIL Ordinary Shares held by it immediately after the Closing, any THIL Ordinary Shares issuable upon the exercise of options or warrants to purchase THIL Ordinary Shares held by it immediately after the Closing (along with such options or warrants themselves) or any THIL Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for THIL Ordinary Shares held by it immediately after the Closing (along with such securities themselves) (such THIL Ordinary Shares, options, warrants and securities, collectively, the “Sponsor Locked-Up Shares”) during the applicable lock-up period, subject to customary exceptions. The lock-up period applicable to the Sponsor Locked-Up Shares will be (i) with respect to 100% of the Sponsor Locked-Up Shares, six months from and after the Closing Date, (ii) with respect to 80% of the Sponsor Locked-Up Shares, twelve months from and after the Closing Date and (iii) with respect to 50% of the Sponsor Locked-Up Shares, eighteen months from and after the Closing Date.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2022
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Common Shares Class B Common Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in a Business Combination and any Private Placement Warrants issued to the sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

WARRANT LIABILITIES

WARRANT LIABILITIES	6 Months Ended
	Jun. 30, 2022
WARRANT LIABILITIES.
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES As of June 30, 2022 and December 31, 2021, there were 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders; and ● if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At June 30, 2022, assets held in the Trust Account were comprised of $345,655,280 in Money Market Funds. During the three and six months ended June 30, 2022, the Company did not withdraw any interest income from the Trust Account. At December 31, 2021, assets held in the Trust Account were comprised of $345,104,459 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 which indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level ​ 2022 ​ 2021 Assets: ​ ​ ​ ​ ​ ​ ​ Cash and Investments held in Trust Account 1 ​ $ 345,655,280 ​ $ 345,104,459 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liabilities – Public Warrants ​ 1 ​ $ 3,696,675 ​ $ 10,543,200 Warrant Liabilities – Private Placement Warrants ​ 2 ​ $ 1,904,600 ​ $ 5,439,680 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker SLCRW. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to from Levels for Due to the Make-Whole provision, the Company determined that Level 2 is appropriate to value the Private Placement Warrants.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Cash and Investments Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $19,510,840 were accreted to equity upon the completion of the Initial Public Offering, and $820,326 of the offering costs were related to the warrant liabilities and charged to the condensed statement of operations.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ ​ (14,317,500) Class A ordinary shares issuance costs ​ ​ (18,690,514) Plus: ​ Accretion of carrying value to redemption value ​ ​ 33,008,014 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 345,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 655,280 Class A ordinary shares subject to possible redemption as of June 30, 2022 ​ $ 345,655,280 ​
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase, 26,150,000 Class A ordinary shares in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 14,242,022 ​ $ 3,560,506 ​ $ (8,692,031) ​ $ (2,173,008) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.41 ​ $ 0.41 ​ $ (0.25) ​ $ (0.25) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 16,561,804 ​ $ 4,140,451 ​ $ (2,718,020) ​ $ (748,805) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 34,500,000 ​ 8,625,000 ​ 34,500,000 ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.48 ​ $ 0.48 ​ $ (0.08) ​ $ (0.08)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature other than the warrant liabilities (see Note 9).

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of condensed balance sheets are reconciled	​ ​ ​ ​ ​ Gross proceeds $ 345,000,000 Less: ​ Proceeds allocated to Public Warrants ​ ​ (14,317,500) Class A ordinary shares issuance costs ​ ​ (18,690,514) Plus: ​ Accretion of carrying value to redemption value ​ ​ 33,008,014 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 345,000,000 Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ ​ 655,280 Class A ordinary shares subject to possible redemption as of June 30, 2022 ​ $ 345,655,280
Schedule of reconciliation of net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 14,242,022 ​ $ 3,560,506 ​ $ (8,692,031) ​ $ (2,173,008) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 34,500,000 ​ ​ 8,625,000 ​ ​ 34,500,000 ​ ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.41 ​ $ 0.41 ​ $ (0.25) ​ $ (0.25) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 16,561,804 ​ $ 4,140,451 ​ $ (2,718,020) ​ $ (748,805) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 34,500,000 ​ 8,625,000 ​ 34,500,000 ​ 8,625,000 Basic and diluted net income (loss) per ordinary share ​ $ 0.48 ​ $ 0.48 ​ $ (0.08) ​ $ (0.08)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level ​ 2022 ​ 2021 Assets: ​ ​ ​ ​ ​ ​ ​ Cash and Investments held in Trust Account 1 ​ $ 345,655,280 ​ $ 345,104,459 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liabilities – Public Warrants ​ 1 ​ $ 3,696,675 ​ $ 10,543,200 Warrant Liabilities – Private Placement Warrants ​ 2 ​ $ 1,904,600 ​ $ 5,439,680

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)		6 Months Ended
	Jan. 19, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Proceeds from sale of Private Placements Warrants			$ 8,900,000
Payment for investment of cash into Trust Account			$ 345,000,000
Condition for future business combination use of proceeds percentage		80
Condition For Future Business Combination Threshold Percentage Ownership		50
Condition For Future Business Combination Threshold Net Tangible Assets		$ 5,000,001
Redemption limit percentage without prior consent		15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Redemption period upon closure		10 days
Cash		$ 41,455		$ 375,993
working capital deficit		(6,887,623)
Working capital loans		$ 0		$ 0
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts, less fair value of public warrants (in shares) | shares	34,500,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 345,000,000
Payment for investment of cash into Trust Account	$ 345,000,000
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	8,900,000
Exercise price of warrants | $ / shares	$ 1
Proceeds from sale of Private Placements Warrants	$ 8,900,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts, less fair value of public warrants (in shares) | shares	4,500,000
Purchase price, per unit | $ / shares	$ 10
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		26,150,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		6 Months Ended
	Jan. 19, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash equivalents		$ 0		$ 0
Unrecognized tax benefits		0		0
Unrecognized tax benefits accrued for interest and penalties		0		$ 0
Transaction costs incurred in connection with warrants	$ 820,326		$ 820,326
Provision for income taxes		$ 0
Deferred offering costs	$ 19,510,840
Class A Ordinary Shares
Number of shares purchased, by exercising warrants		26,150,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Condensed balance sheet are reconciled (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Plus:
Accretion of carrying value to redemption value	$ 655,280	$ 33,008,014
Class A ordinary shares subject to possible redemption	345,655,280		$ 345,655,280	$ 345,000,000
Class A Ordinary Shares Subject to Redemption
Gross proceeds				345,000,000
Less:
Proceeds allocated to Public Warrants				(14,317,500)
Class A ordinary shares issuance costs				(18,690,514)
Plus:
Accretion of carrying value to redemption value			655,280	33,008,014
Class A ordinary shares subject to possible redemption	$ 345,655,280		$ 345,655,280	$ 345,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class A Ordinary Shares
Numerator:
Allocation of net income (loss)	$ 14,242,022	$ (8,692,031)	$ 16,561,804	$ (2,718,020)
Denominator:
Weighted average shares outstanding, Basic	34,500,000	34,500,000	34,500,000	34,500,000
Weighted average shares outstanding, Diluted	34,500,000	34,500,000	34,500,000	34,500,000
Net income (loss) per ordinary share, Basic	$ 0.41		$ 0.48	$ (0.08)
Net income (loss) per ordinary share, Diluted	$ 0.41		$ 0.48	$ (0.08)
Class B Ordinary Shares
Numerator:
Allocation of net income (loss)	$ 3,560,506	$ (2,173,008)	$ 4,140,451	$ (748,805)
Denominator:
Weighted average shares outstanding, Basic	8,625,000		8,625,000
Weighted average shares outstanding, Diluted	8,625,000		8,625,000
Net income (loss) per ordinary share, Basic	$ 0.41		$ 0.48	$ (0.08)
Net income (loss) per ordinary share, Diluted	$ 0.41		$ 0.48	$ (0.08)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Aug. 13, 2021	Jan. 19, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Share price			$ 9.20
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of shares issuable per warrant	1
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold		34,500,000
Purchase price, per unit		$ 10
Share price		$ 11.50
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.5
Initial Public Offering. | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of shares issuable per warrant		1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold		4,500,000
Purchase price, per unit		$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jan. 19, 2021	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2022	Aug. 13, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 8,900,000
Excess cash received over fair value of Private Placement Warrants		$ 1,513,000
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued				26,150,000
Number of shares per warrant					1
Private Placement. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	8,900,000
Exercise price of warrants	$ 1
Aggregate purchase price	$ 8,900,000
Excess cash received over fair value of Private Placement Warrants	$ 1,513,000
Share price	$ 11.50
Private Placement. | Class A Ordinary Shares | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B Ordinary Shares		1 Months Ended	6 Months Ended
	Jan. 19, 2021 D $ / shares	Sep. 30, 2020 USD ($) shares	Jun. 30, 2022	Jan. 13, 2021 shares
Related Party Transaction [Line Items]
Ratio to be applied to the stock in the conversion			20%
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Number of shares issued | shares		7,187,500
Aggregate number of shares owned | shares				8,625,000
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 13, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Apr. 11, 2022	Dec. 31, 2021	Jan. 05, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party					$ 182,670
Accounts Payable and Accrued Liabilities
Related Party Transaction [Line Items]
Expenses incurred and paid				$ 60,000
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note		$ 0		0			$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Outstanding balance of related party note		730,000		730,000			0		$ 129,671
Promissory Note with Related Party | Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 850,000
Exercise price of warrants						$ 11.50
Number of class B ordinary shares held by sponsor						8,625,000
Common shares, par value, (per share)						$ 0.0001
Number of warrants held by sponsor						8,900,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000			60,000
Expenses incurred and paid		30,000	$ 30,000		$ 60,000
Administrative Support Agreement | Accounts Payable and Accrued Liabilities
Related Party Transaction [Line Items]
Due to related party		180,000		180,000			$ 120,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000		$ 1,500,000
Exercise price of warrants		$ 1		$ 1

COMMITMENTS (Details)

COMMITMENTS (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) item $ / shares	Mar. 09, 2022 USD ($)	Jan. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Maximum number of demands for registration of securities | item	3
Deferred fee per unit | $ / shares	$ 0.35
Aggregate deferred underwriting fee payable	$ 12,075,000
Second Amendment to Merger Agreement
Restructuring Cost and Reserve [Line Items]
Pre transaction equity value		$ 1,400,000,000	$ 1,688,000,000

COMMITMENTS - Merger Agreement

COMMITMENTS - Merger Agreement (Details) - USD ($)	Aug. 13, 2021	Jun. 30, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Number of warrants in a unit	0.5
THIL
Restructuring Cost and Reserve [Line Items]
Number of shares in a unit	1
Conditions to Closing | THIL
Restructuring Cost and Reserve [Line Items]
Threshold for PIPE Financing	$ 100,000,000
Conditions to Closing | Maximum | THIL
Restructuring Cost and Reserve [Line Items]
Minimum proceeds from the Permitted Equity Financing required	250,000,000
Conditions to Closing | Minimum
Restructuring Cost and Reserve [Line Items]
Net tangible asset	5,000,001
Conditions to Closing | Minimum | THIL
Restructuring Cost and Reserve [Line Items]
Minimum proceeds from the Permitted Equity Financing required	$ 175,000,000
Class A Ordinary Shares
Restructuring Cost and Reserve [Line Items]
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Number of shares in a unit	1
Number of shares issuable per warrant	1
Class B Ordinary Shares
Restructuring Cost and Reserve [Line Items]
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Sponsor Locked-Up Shares
Restructuring Cost and Reserve [Line Items]
Percent of the Sponsor Locked-Up Shares, six months from and after Closing Date	100%
Sponsor Locked-Up period for 100% of the Sponsor Locked-Up Shares	6 months
Percent of the Sponsor Locked-Up Shares, twelve months from and after the Closing Date	80%
Sponsor Locked-Up period for 80% of the Sponsor Locked-Up Shares	12 months
Percent of the Sponsor Locked-Up Shares, eighteen months from and after the Closing Date	50%
Sponsor Locked-Up Period, 50% of Sponsor Locked-Up Shares	18 months

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	2,000,000	2,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Aug. 13, 2021 $ / shares
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	34,500,000	34,500,000
Common shares, shares outstanding (in shares)	34,500,000	34,500,000
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	8,625,000	8,625,000
Common shares, shares outstanding (in shares)	8,625,000	8,625,000
Conversion ratio	1
Ratio to be applied to the stock in the conversion	20%

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, outstanding | shares	8,900,000	8,900,000
Warrants transferable, assignable and salable restriction period minimum days	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, outstanding | shares	17,250,000	17,250,000
Warrant exercise period condition one	30 days
Warrant exercise period condition two	1 year
Public Warrants expiration term	5 years
Threshold trading days for redemption of public warrants | D	20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Share price | $ / shares	$ 9.20
Percentage threshold measurement of gross proceeds representing total equity proceeds	60%
Share redemption trigger price adjustment of higher Market Value and Newly Issued Price	180%
Public Warrants | Class A Ordinary Shares | Maximum
Class of Warrant or Right [Line Items]
Share price | $ / shares	$ 9.20
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	18
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Redemption period	30 days
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 10
Redemption price per public warrant (in dollars per share) | $ / shares	0.10
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares	$ 10
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Public Warrants | Redemption of warrants when the price per Class A ordinary share less than $18.00 | Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share) | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30

FAIR VALUE MEASUREMENTS (Narrat

FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Marketable securities held in Trust Account	$ 345,655,280		$ 345,655,280		$ 345,104,459
Proceeds from interest income withdrawn from trust	0		0		$ 0
Fair value assets level 1 to level 2 transfers amount	0		0
Fair value assets level 2 to level 1 transfers amount	0		0
Fair value liabilities level 1 to level 2 transfers amount	0		0
Fair value liabilities level 2 to level 1 transfers amount	0		0
Fair value net derivative asset (liability) measured on recurring basis unobservable inputs reconciliation transfers into level 3	0
Fair value net derivative asset (liability) measured on recurring basis unobservable inputs reconciliation transfers out of level 3	$ 0
Private Placement Warrants
Fair value assets transferred into (out of) level 3		$ 7,565,000		$ 7,565,000
Public Warrants
Fair value assets transferred into (out of) level 3			$ 0	$ 8,797,500

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of gross holding losses and fair value of held-to-maturity securities (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Liabilities:
Warrant Liabilities	$ 5,601,275	$ 15,982,880
Level 1 | Recurring
Assets:
Cash and Investments held in Trust Account	345,655,280	345,104,459
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant Liabilities	3,696,675	10,543,200
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Warrant Liabilities	$ 1,904,600	$ 5,439,680