Pioneer Merger (PACX) 10-Q/A 20 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 20, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39867
Entity Registrant Name	PIONEER MERGER CORP.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1563709
Entity Address, Address Line One	660 Madison Avenue, 19th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10065
City Area Code	212
Local Phone Number	803-9080
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	0001829797
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to "we," "us," the "Company" or "our company" are to Pioneer Merger Corp. Capital, unless the context otherwise indicates.This Amendment No. 1 ("Amendment No. 1") to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Pioneer Merger Corp. Capital as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission ("SEC") on November 15, 2021 (the "Original Filing").On November 15, 2021, Pioneer Merger Corp. Capital (the "Company") filed its Form 10-Q for the quarterly period ending September 30, 2021 (the "Q3 Form 10-Q"), which included a Note 2, Revision of Previously Reported Financial Statements, ("Note 2") that describes a revision to the Company's classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company's initial public offering ("IPO") on January 12, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company's management re-evaluated the conclusion and determined that the Class A ordinary shares subject to redemption included certain provisions that require classification of the Class A ordinary shares as temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.The Company determined the changes were not qualitatively material to the Company's previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.Therefore, on November __, 2021, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's previously issued revision to the (i) audited balance sheet as of January 12, 2021 (the "Post IPO Balance Sheet"), as initially reported as revised in the Company's Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on May 24, 2021 ("Q1 Form 10-Q") and previously reported as revised in the Original Filing; (ii) unaudited interim financial statements for the quarterly period ended March 31, 2021, initially reported in the Q1 Form 10-Q and previously reported as revised in the Original Filing; and (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the "Affected Periods"), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company has restated these financial statements for the Affected Periods.The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the "Trust Account").After re-evaluation, the Company's management has concluded that in light of the errors described above, a material weakness existed in the Company's internal control over financial reporting related to the accounting of complex financial instruments during the Affected Periods and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein.While the Company adopted this change in the unaudited interim financial statements for the quarterly period ended September 30, 2021 included in the Company's Q3 Form 10-Q, the Company presented the reclassification as a revision that did not require the restatement of previously issued financial statements. The Company has subsequently determined that such reclassification should be considered a restatement rather than a revision. As such, the Company is restating its financial statements for the Affected Periods in this Amendment No. 1, as described therein.We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements:Part I, Item 1. Condensed Consolidated Financial StatementsPart I, Item 2 Management's Discussion and Analysis of Financial Condition and Results of OperationsPart I, Item 4 Controls and ProceduresPart II, Item 1A. Risk FactorsIn addition, the Company's Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2).Except as described above, no other information included in the Quarterly Report on Form 10-Q of Pioneer Merger Corp. Capital as of and for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021 (the "Original Filing") is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or our previously filed balance sheet, dated January 12, 2021, on Form 8-K. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each one consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	PACXU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	PACX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		40,250,000
Redeemable Warrants Exercisable For Class Common Stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	PACXW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,062,500

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 39,203
Prepaid expenses	586,313
Total current assets	625,516
Deferred offering costs		$ 517,758
Investments held in Trust Account	402,528,786
Total Assets	403,154,302	517,758
Current liabilities:
Accounts payable	22,838	25,324
Accrued expenses	4,402,146	387,058
Note payable - related party	200,000	115,388
Total current liabilities	4,624,984	527,770
Deferred underwriting commissions	14,087,500
Derivative warrant liabilities	24,004,330
Total liabilities	42,716,814	527,770
Commitments and Contingencies
Shareholders' Deficit
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued or outstanding
Additional paid-in capital		23,994
Accumulated deficit	(42,063,518)	(35,012)
Total shareholders' deficit	(42,062,512)	(10,012)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	403,154,302	517,758
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,250,000 and 0 shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	402,500,000
Class B Common Stock
Shareholders' Deficit
Common stock	$ 1,006	$ 1,006

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Class A Common Stock Subject to Redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	40,250,000	0
Purchase price, per unit	$ 10	$ 10
Class B Common Stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	10,062,500	10,062,500
Common shares, shares outstanding	10,062,500	10,062,500

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 4,305,160	$ 5,343,399
Loss from operations	(4,305,160)	(5,343,399)
Other income (expenses)
Loss on excess of fair value over cash received for Private Placement warrants	0	(737,000)
Change in fair value of derivative warrant liabilities	9,589,500	5,566,000
Offering costs - derivative warrant liabilities		(1,080,020)
Interest income from investments held in Trust Account	13,456	28,786
Net income (loss)	$ 5,297,796	$ (1,565,633)
Class A Common Stock
Other income (expenses)
Basic and diluted weighted average shares outstanding	40,250,000	38,090,244
Basic weighted average shares outstanding	40,250,000	38,090,244
Diluted weighted average shares outstanding	40,250,000	38,090,244
Basic and diluted net income (loss) per common share	$ 0.11	$ (0.03)
Class B Common Stock
Other income (expenses)
Basic weighted average shares outstanding	10,062,500	10,009,615
Diluted weighted average shares outstanding	10,062,500	10,062,500
Basic and diluted net income (loss) per common share	$ 0.11	$ (0.03)

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 1,006	$ 23,994	$ (35,012)	$ (10,012)
Balance at the beginning (in shares) at Dec. 31, 2020	10,062,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption amount		(23,994)	(40,462,873)	(40,486,867)
Net income (loss)		0	6,412,216	6,412,216
Balance at the end at Mar. 31, 2021	$ 1,006	0	(34,085,669)	(34,084,663)
Balance at the end (in shares) at Mar. 31, 2021	10,062,500
Balance at the beginning at Dec. 31, 2020	$ 1,006	23,994	(35,012)	(10,012)
Balance at the beginning (in shares) at Dec. 31, 2020	10,062,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(6,863,429)
Balance at the end at Jun. 30, 2021	$ 1,006	0	(47,361,314)	(47,360,308)
Balance at the end (in shares) at Jun. 30, 2021	10,062,500
Balance at the beginning at Dec. 31, 2020	$ 1,006	23,994	(35,012)	(10,012)
Balance at the beginning (in shares) at Dec. 31, 2020	10,062,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(1,565,633)
Balance at the end at Sep. 30, 2021	$ 1,006	0	(42,063,518)	(42,062,512)
Balance at the end (in shares) at Sep. 30, 2021	10,062,500
Balance at the beginning at Mar. 31, 2021	$ 1,006	0	(34,085,669)	(34,084,663)
Balance at the beginning (in shares) at Mar. 31, 2021	10,062,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		0	(13,275,645)	(13,275,645)
Balance at the end at Jun. 30, 2021	$ 1,006	0	(47,361,314)	(47,360,308)
Balance at the end (in shares) at Jun. 30, 2021	10,062,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		0	5,297,796	5,297,796
Balance at the end at Sep. 30, 2021	$ 1,006	$ 0	$ (42,063,518)	$ (42,062,512)
Balance at the end (in shares) at Sep. 30, 2021	10,062,500

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,565,633)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income from investments held in Trust Account	(28,786)
Loss on excess of fair value over cash received for Private Placement warrants	737,000
Change in fair value of derivative warrant liabilities	(5,566,000)
Offering costs - derivative warrant liabilities	1,080,020
Changes in operating assets and liabilities:
Prepaid expenses	(586,313)
Accounts payable	(2,486)
Accrued expenses	4,320,088
Net cash used in operating activities	(1,612,110)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(402,500,000)
Net cash used in investing activities	(402,500,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	226,000
Repayment of note payable to related party	(141,388)
Proceeds received from initial public offering, gross	402,500,000
Proceeds received from private placement	10,050,000
Offering costs paid	(8,483,299)
Net cash provided by financing activities	404,151,313
Net change in cash	39,203
Cash - beginning of the period	0
Cash - end of the period	39,203
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions	$ 14,087,500

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pioneer Merger Corp. (the “Company” or “Pioneer”) was incorporated as a Cayman Islands exempted company on October 21, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from October 21, 2020 through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination including the proposed business combination with Acorns Grow Incorporated (“Acorns”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering. The Company’s sponsor is Pioneer Merger Sponsor LLC, a Cayman limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, of which approximately $14.1 million was for deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,700,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $405.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares (the “Public Shareholders”) the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the amended and restated memorandum and articles of association (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 12, 2023, (the “Combination Period”) 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 Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to its deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our 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. Proposed Business Combination On May 26, 2021, Pioneer entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Pioneer, Pioneer SPAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pioneer (“Pioneer Merger Sub”), and Acorns, a Delaware corporation. The Business Combination Agreement provides for, among other things, the following transactions on the Closing Date (as defined in the Business Combination Agreement): (i) Pioneer will domesticate as a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”) and, in connection with the Domestication, (A) Pioneer’s name will be changed to “Acorns Holdings, Inc.” (“New Acorns”), (B) each issued and outstanding Class A ordinary share of Pioneer and each issued and outstanding Class B ordinary share of Pioneer will be converted into one share of common stock of New Acorns (collectively, the “New Acorns Common Stock”), and (C) each issued and outstanding whole warrant to purchase Class A ordinary shares of Pioneer (but subject to the forfeiture, pursuant to the terms of the Sponsor Warrant Forfeiture Agreement (as defined below)) will represent the right to purchase one share of New Acorns Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in that certain Warrant Agreement, dated as of January 12, 2021, by and between Pioneer and Continental Stock Transfer & Trust Company (the “Trustee” or “Continental”) (the “Warrant Agreement”); (ii) convertible notes issued by Acorns to affiliates of Declaration Partners LP and Senator Investor Group, in an aggregate principal amount of $55,000,000, outstanding as of immediately prior to the closing of the transactions contemplated by the Business Combination (the “Closing”) and following the Domestication, will convert into a number of shares of New Acorns Common Stock equal to the outstanding principal amount due in respect of such convertibles notes plus any accrued and unpaid interest thereunder, divided by $10; (iii) Pioneer will (A) cause the Trustee to contribute to Pioneer Merger Sub the amount of cash remaining in the Trust Account (after deducting any amounts paid to Pioneer shareholders that exercise their redemption rights in connection with the Business Combination, net of Pioneer’s unpaid transaction expenses), (B) contribute to Pioneer Merger Sub the proceeds actually received by Pioneer in the PIPE Financing (as defined below) (net of Acorns’ unpaid transaction expenses), and (C) deposit (or cause the Trustee to deposit) with the exchange agent the cash amount payable in exchange for a portion of the common stock of Acorns outstanding as of immediately prior to the time the Merger (as defined below) becomes effective (the “Effective Time”); and (iv) following the Domestication, Pioneer Merger Sub will merge with and into Acorns, with Acorns as the surviving corporation in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Pioneer (the “Merger”). The obligation of Pioneer and Acorns to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of Pioneer’s shareholders, (iii) the approval of Acorns’ shareholders, (iv) the conversion of Acorns Preferred Stock to New Acorns Common Stock on the Closing Date but prior to the Effective Time, (v) the conversion of the Company 2020 Convertible Notes to New Acorns Common Stock on the Closing Date but prior to the Effective Time, (vi) Pioneer having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Closing, (vii) the Registration Statement (as defined below) being declared effective under the Securities Act, (viii) no law, order or other legal restraint being issued by any governmental entity enjoining or prohibiting the closing of the Business Combination, and (ix) obtaining Financial Industry Regulatory Authority, Inc. approval of the FINRA Application (as such term is defined in the Business Combination Agreement) with respect to the Business Combination and the indirect change of ownership of Acorns Securities, LLC, a Delaware limited liability company. ​ Consideration to Acorns Equityholders in the Business Combination ​ Concurrently with the execution of the Business Combination Agreement, (i) Acorns and the holders of the Company 2020 Convertible Notes (as defined in the Business Combination Agreement) have amended the terms of the Company 2020 Convertible Notes to convert all such notes to common shares of Acorns on the Closing Date but prior to the Effective Time, and (ii) certain holders of Acorns Preferred Stock (as defined in the Business Combination Agreement) have executed and delivered to Acorns an irrevocable written consent in order to increase the number of authorized shares of Acorns Common Stock and effect the conversion of all shares of Acorns Preferred Stock to Acorns Common Stock in accordance with the terms of Acorns’ certificate of incorporation, with the effective time of such conversion occurring on the Closing Date but prior to the Effective Time. In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) outstanding Acorns Common Stock, with respect to which an election to receive cash has been made, up to the Maximum Permitted Cash Election Shares (as defined in the Business Combination Agreement), will be exchanged for cash equal to the Equity Value Per Share (as defined in the Business Combination Agreement), determined based on the implied Acorns fully-diluted equity value of $1,500,000,000 (the “Acorns Equity Value”), (ii) outstanding Acorns Common Stock, with respect to which an election to receive New Acorns Common Stock has been made or has not been revoked or no election to receive New Acorns Common Stock or cash has been made, will be exchanged for shares of New Acorns Common Stock equal to the Per Share Stock Consideration (as defined in the Business Combination Agreement), and (iii) all options (vested and unvested), warrants and restricted stock units of Acorns will be exchanged for comparable options, warrants and restricted stock units that are exercisable for shares of New Acorns Common Stock, with such adjustments to number of shares and exercise prices, as applicable, determined based on the Acorns Equity Value plus the aggregate exercise price of all Acorns options and Acorns warrants. ​ Other Related Agreements Concurrently with the execution of the Business Combination Agreement, Pioneer entered into subscription agreements (the “Subscription Agreement s ”) with certain institutional and accredited investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and Pioneer agreed to issue and sell to such investors, prior to and substantially concurrently with the Closing, an aggregate of 16,500,000 shares of New Acorns Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $165,000,000 (the “ ”). Also concurrently with the execution of the Business Combination Agreement, Acorns, Pioneer and the Sponsor, entered into the Sponsor Warrant Forfeiture Agreement (the “Sponsor Warrant Forfeiture Agreement”) , pursuant to which, the Sponsor has agreed to, among other things, (i) immediately prior to the Closing, forfeit for no consideration and automatically cancel 3,350,000 private placement warrants of Pioneer held by the Sponsor (the “ ”), and (ii) prior to the Closing, not transfer, pledge, encumber or otherwise subject to any lien, or otherwise dispose of, any of the Sponsor Forfeiture Warrants. In addition, the Sponsor and Pioneer have agreed to execute and deliver to Continental or any successor Warrant Agent (as defined in the Warrant Agreement), written instructions to register the transfer and cancellation of the Sponsor Forfeiture Warrants, effective as of immediately prior to the Closing. For a full copy of the agreements and more information, refer to the Company’s current report on Form 8-Ks, filed with the SEC on May 27, 2021 and June 15, 2021, and the Registration Statement on Form S-4/A filed with the SEC on September 30, 2021 . Liquidity As of September 30, 2021, the Company had approximately $39,000 in its operating bank account and a working capital deficit of approximately $4.0 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares (as defined in Note 4), the loans of approximately $141,000 prior to a the Initial Public Offering and $200,000 from the Sponsor pursuant to a second promissory note of up to $500,000 available as discussed in Note 4, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the first promissory note of approximately $141,000 in full on January 15, 2021. As of September 30, 2021, $200,000 is outstanding from the Sponsor's second promissory note, and $300,000 remains available. In addition, 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 (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Business Combination or one year from the issuance of these financial statements.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on January 12, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the accounting guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. ​ ​ In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. ​ Impact of the Restatement ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated % Change ​ Condensed Balance Sheet ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,415,330 39,084,670 402,500,000 ​ 11 % Shareholders’ equity (deficit) ​ ​ ​ ​ ​ ​ Class A ordinary shares - $0.0001 par value ​ 391 ​ (391) ​ — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,610 (39,084,279) (34,085,669) ​ (782) % Total shareholders’ equity (deficit) 5,000,007 (39,084,670) (34,084,663) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ Form 10-Q: Three Months Ended March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 8,241,230 ​ $ (8,241,230) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated ​ % Change ​ Unaudited Condensed Balance Sheet ​ ​ Class A ordinary shares subject to possible redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 350,139,690 52,360,310 402,500,000 ​ 15 % Shareholders’ equity (deficit) ​ ​ ​ Class A ordinary shares - $0.0001 par value 524 (524) — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,472 (52,359,786) (47,361,314) ​ (1,048) % Total shareholders’ equity (deficit) 5,000,002 (52,360,310) (47,360,308) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ Form 10-Q: Six Months Ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ (5,034,410) ​ $ 5,034,410 ​ $ — ​ ​ In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ ​ As Previously Reported ​ Adjustment ​ As Restated Three months ended March 31, 2021 (unaudited) ​ ​ ​ Net income ​ 6,412,216 ​ — ​ 6,412,216 Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ (4,919,444) ​ ​ 35,330,556 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ (0.14) ​ $ 0.14 Weighted average shares outstanding - Basic - Class B ordinary shares ​ ​ 9,902,083 ​ ​ — ​ ​ 9,902,083 Weighted average shares outstanding - Diluted - Class B ordinary shares ​ ​ 9,902,083 ​ ​ 160,417 ​ ​ 10,062,500 Basic and diluted earnings per share - Class B ordinary shares ​ $ 0.65 ​ $ (0.51) ​ $ 0.14 Three months ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ (13,275,645) ​ ​ — ​ ​ (13,275,645) Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ — ​ ​ 40,250,000 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ 0.26 ​ $ (0.26) Weighted average shares outstanding - Class B ordinary shares ​ ​ 10,062,500 ​ ​ — ​ ​ 10,062,500 Basic and diluted earnings per share - Class B ordinary shares ​ $ (1.32) ​ $ (1.06) ​ $ (0.26) Six months ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ (6,863,429) ​ ​ — ​ ​ (6,863,429) Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ (2,446,133) ​ ​ 37,803,867 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ 0.14 ​ $ (0.14) Weighted average shares outstanding - Class B ordinary shares ​ ​ 9,982,735 ​ ​ — ​ ​ 9,982,735 Basic and diluted earnings per share - Class B ordinary shares ​ $ (0.69) ​ $ 0.55 ​ $ (0.14) ​ Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a 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 an emerging growth 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 an 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 unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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 paragraph 15- Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, paragraph 40, . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”) and subsequently, the fair value of the Private Placement Warrants has been estimated using the BSM each measurement date. The fair value of Public Warrants has subsequently been determined using listed prices in an active market for such warrants as of the reporting date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the ordinary shares upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. There were no Class A ordinary shares issued or outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (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 calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 20,116,667 shares of ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,312,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Nine ​ ​ Months Ended ​ Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) - Basic ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,239,824) ​ $ (325,809) Allocation of net income (loss) - Diluted ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,252,506) ​ $ (313,127) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,009,615 Diluted weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,062,500 Basic net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03) Diluted net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03) ​ Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On January 12, 2021, the Company consummated its Initial Public Offering of 40,250,000 Units, including 5,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.8 million, of which approximately $14.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On October 23, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On December 21, 2020, the Sponsor transferred 40,000 Founder Shares The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial 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. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,700,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Share Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to ASC 718, . For the three and nine months ended September 30, 2021, the Company had a loss on excess of fair value over cash received for Private Placement Warrants of $0 and approximately $737,000 , respectively . Related Party Loans On October 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $141,000 under the Note, and on January 15, 2021, the Company repaid the Note in full. On June 17, 2021, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover for expenses related to the Closing pursuant to a promissory note. This loan was non-interest bearing and payable prior to the earlier of December 31, 2021, or the Closing of a Business Combination. As of September 30, 2021, the Company borrowed $200,000 under the note. 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 the 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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company has incurred $30,000 and $80,000 for administrative fees, respectively. Of these amounts, $60,000 is accrued as of September 30, 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 12, 2021, the underwriter fully exercised its over-allotment option. The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. 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. ​ Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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, ability to successfully close its business combination and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES	9 Months Ended
	Sep. 30, 2021
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES	NOTE 6. DERIVATIVE WARRANT LIABILITIES As of September 30, 2021, the Company had 13,416,667 Public Warrants and 6,700,000 Private Placement Warrants outstanding. There were no warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering 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 the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. 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 the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) 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. The Company will not redeem the warrants as described above unless an registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it 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. Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within 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. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	9 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 40,250,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. There were no Class A shares outstanding as of December 31, 2020. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross Proceeds $ 402,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (18,783,330) Class A ordinary shares issuance costs ​ (21,703,537) Plus: ​ Accretion of carrying value to redemption value ​ 40,486,867 Class A ordinary shares subject to possible redemption ​ $ 402,500,000 ​

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares outstanding ordinary issued Class B Ordinary Shares Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. These provisions of the amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of the ordinary shares who attend and vote at the general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial 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 Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ ​ Level 1 ​ Level 3 ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities ​ $ 402,528,786 ​ $ — ​ $ 402,528,786 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 14,758,330 ​ $ — ​ $ 14,758,330 Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ 9,246,000 ​ $ 9,246,000 Total fair value ​ $ 14,758,330 ​ $ 9,246,000 ​ $ 24,004,330 ​ As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The fair value of the Public Warrants and Private Placement Warrants have initially been measured at fair value using a Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants continue to be estimated using a Black-Scholes option pricing model. For the three and nine months ended September 30, 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of $9.6 million and $5.6 million, respectively, which is presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ As of January 12, 2021 As of September 30, 2021 Exercise price 11.50 11.50 ​ Stock Price 10.67 9.91 ​ Option term to M&A 5.00 5.00 ​ Volatility 30 % 25 % Risk-free interest rate 0.50 % 0.87 % ​ The change in the fair value of Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2021, is summarized as follows: ​ ​ ​ ​ ​ Level 3 - Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants ​ 29,570,330 Transfer of Public Warrants to Level 1 ​ ​ (18,783,330) Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,278,000) Level 3 - Derivative warrant liabilities at March 31, 2021 ​ $ 8,509,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ 3,484,000 Level 3 - Derivative warrant liabilities at June 30, 2021 ​ $ 11,993,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,747,000) Level 3 - Derivative warrant liabilities at September 30, 2021 ​ $ 9,246,000 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on January 12, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the accounting guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. ​ ​ In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report. ​ Impact of the Restatement ​ The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated % Change ​ Condensed Balance Sheet ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,415,330 39,084,670 402,500,000 ​ 11 % Shareholders’ equity (deficit) ​ ​ ​ ​ ​ ​ Class A ordinary shares - $0.0001 par value ​ 391 ​ (391) ​ — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,610 (39,084,279) (34,085,669) ​ (782) % Total shareholders’ equity (deficit) 5,000,007 (39,084,670) (34,084,663) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ Form 10-Q: Three Months Ended March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 8,241,230 ​ $ (8,241,230) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated ​ % Change ​ Unaudited Condensed Balance Sheet ​ ​ Class A ordinary shares subject to possible redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 350,139,690 52,360,310 402,500,000 ​ 15 % Shareholders’ equity (deficit) ​ ​ ​ Class A ordinary shares - $0.0001 par value 524 (524) — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,472 (52,359,786) (47,361,314) ​ (1,048) % Total shareholders’ equity (deficit) 5,000,002 (52,360,310) (47,360,308) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ Form 10-Q: Six Months Ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ (5,034,410) ​ $ 5,034,410 ​ $ — ​ ​ In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share ​ ​ As Previously Reported ​ Adjustment ​ As Restated Three months ended March 31, 2021 (unaudited) ​ ​ ​ Net income ​ 6,412,216 ​ — ​ 6,412,216 Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ (4,919,444) ​ ​ 35,330,556 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ (0.14) ​ $ 0.14 Weighted average shares outstanding - Basic - Class B ordinary shares ​ ​ 9,902,083 ​ ​ — ​ ​ 9,902,083 Weighted average shares outstanding - Diluted - Class B ordinary shares ​ ​ 9,902,083 ​ ​ 160,417 ​ ​ 10,062,500 Basic and diluted earnings per share - Class B ordinary shares ​ $ 0.65 ​ $ (0.51) ​ $ 0.14 Three months ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ (13,275,645) ​ ​ — ​ ​ (13,275,645) Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ — ​ ​ 40,250,000 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ 0.26 ​ $ (0.26) Weighted average shares outstanding - Class B ordinary shares ​ ​ 10,062,500 ​ ​ — ​ ​ 10,062,500 Basic and diluted earnings per share - Class B ordinary shares ​ $ (1.32) ​ $ (1.06) ​ $ (0.26) Six months ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ (6,863,429) ​ ​ — ​ ​ (6,863,429) Weighted average shares outstanding - Class A ordinary shares ​ ​ 40,250,000 ​ ​ (2,446,133) ​ ​ 37,803,867 Basic and diluted earnings per share - Class A ordinary shares ​ $ — ​ $ 0.14 ​ $ (0.14) Weighted average shares outstanding - Class B ordinary shares ​ ​ 9,982,735 ​ ​ — ​ ​ 9,982,735 Basic and diluted earnings per share - Class B ordinary shares ​ $ (0.69) ​ $ 0.55 ​ $ (0.14) ​
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a 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 an emerging growth 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 an 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 unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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. As of September 30, 2021 and December 31, 2020, the Company had no cash equivalents held outside the Trust Account.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 these securities are included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 Depository Insurance Corporation coverage limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative 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 paragraph 15- Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC Topic 815, paragraph 40, . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”) and subsequently, the fair value of the Private Placement Warrants has been estimated using the BSM each measurement date. The fair value of Public Warrants has subsequently been determined using listed prices in an active market for such warrants as of the reporting date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of the ordinary shares upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021, 40,250,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. There were no Class A ordinary shares issued or outstanding The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (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 calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 20,116,667 shares of ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,312,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 4). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Nine ​ ​ Months Ended ​ Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) - Basic ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,239,824) ​ $ (325,809) Allocation of net income (loss) - Diluted ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,252,506) ​ $ (313,127) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,009,615 Diluted weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,062,500 Basic net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03) Diluted net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of effect of the financial statement adjustments related to the restatement of Company's previously reported statements	The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of March 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated % Change ​ Condensed Balance Sheet ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,415,330 39,084,670 402,500,000 ​ 11 % Shareholders’ equity (deficit) ​ ​ ​ ​ ​ ​ Class A ordinary shares - $0.0001 par value ​ 391 ​ (391) ​ — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,610 (39,084,279) (34,085,669) ​ (782) % Total shareholders’ equity (deficit) 5,000,007 (39,084,670) (34,084,663) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: ​ Form 10-Q: Three Months Ended March 31, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 8,241,230 ​ $ (8,241,230) ​ $ — ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of June 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated ​ % Change ​ Unaudited Condensed Balance Sheet ​ ​ Class A ordinary shares subject to possible redemption ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 350,139,690 52,360,310 402,500,000 ​ 15 % Shareholders’ equity (deficit) ​ ​ ​ Class A ordinary shares - $0.0001 par value 524 (524) — ​ (100) % Class B ordinary shares - $0.0001 par value 1,006 — 1,006 ​ — % Accumulated deficit 4,998,472 (52,359,786) (47,361,314) ​ (1,048) % Total shareholders’ equity (deficit) 5,000,002 (52,360,310) (47,360,308) ​ ​ ​ ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: ​ Form 10-Q: Six Months Ended June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 355,174,100 ​ $ (355,174,100) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ (5,034,410) ​ $ 5,034,410 ​ $ — ​
Reconciliation of net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ For the Nine ​ ​ Months Ended ​ Months Ended ​ ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A Class B Class A Class B Basic and diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) - Basic ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,239,824) ​ $ (325,809) Allocation of net income (loss) - Diluted ​ $ 4,238,237 ​ $ 1,059,559 ​ $ (1,252,506) ​ $ (313,127) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,009,615 Diluted weighted average ordinary shares outstanding ​ ​ 40,250,000 ​ ​ 10,062,500 ​ ​ 38,090,244 ​ ​ 10,062,500 Basic net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03) Diluted net income (loss) per ordinary share ​ $ 0.11 ​ $ 0.11 ​ $ (0.03) ​ $ (0.03)

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	9 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Schedule of reconciliation of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet	​ ​ ​ ​ ​ Gross Proceeds $ 402,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (18,783,330) Class A ordinary shares issuance costs ​ (21,703,537) Plus: ​ Accretion of carrying value to redemption value ​ 40,486,867 Class A ordinary shares subject to possible redemption ​ $ 402,500,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of financial assets and liabilities that are measured at fair value on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of September 30, 2021 ​ ​ Level 1 ​ Level 3 ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account - U.S. Treasury Securities ​ $ 402,528,786 ​ $ — ​ $ 402,528,786 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 14,758,330 ​ $ — ​ $ 14,758,330 Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ 9,246,000 ​ $ 9,246,000 Total fair value ​ $ 14,758,330 ​ $ 9,246,000 ​ $ 24,004,330
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ As of January 12, 2021 As of September 30, 2021 Exercise price 11.50 11.50 ​ Stock Price 10.67 9.91 ​ Option term to M&A 5.00 5.00 ​ Volatility 30 % 25 % Risk-free interest rate 0.50 % 0.87 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ Level 3 - Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants ​ 29,570,330 Transfer of Public Warrants to Level 1 ​ ​ (18,783,330) Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,278,000) Level 3 - Derivative warrant liabilities at March 31, 2021 ​ $ 8,509,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ 3,484,000 Level 3 - Derivative warrant liabilities at June 30, 2021 ​ $ 11,993,000 Change in fair value of derivative warrant liabilities - Level 3 ​ ​ (2,747,000) Level 3 - Derivative warrant liabilities at September 30, 2021 ​ $ 9,246,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jan. 12, 2021USD ($)$ / sharesshares	Oct. 21, 2020	Sep. 30, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Proceeds from issuance initial public offering			$ 402,500,000
Deferred underwriting fee payable	$ 14,100,000		14,087,500
Proceeds received from private placement			10,050,000
Proceeds from issuance initial public offering and private placement	$ 405,500,000
Payments for investment of cash in Trust Account			$ 402,500,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	40,250,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 402,500,000
Deferred underwriting fee payable	14,100,000
Other offering costs	$ 22,800,000
Maturity term of U.S. government securities			185 days
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)			100.00%
Maximum period to complete business combination	24 months
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	6,700,000
Price of warrant | $ / shares	$ 1.50
Proceeds received from private placement	$ 10,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	5,250,000
Purchase price, per unit | $ / shares	$ 10

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity and capital resources (Details) - USD ($)	Jan. 15, 2021	Jan. 06, 2021	Sep. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating bank account			$ 39,000
Working capital (deficit)			(4,000,000)
Contribution from sponsor			25,000
Proceeds from note payable			226,000
Repayment of promissory note			$ 141,388
Exercise price of warrants			$ 11.50
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 1,500,000,000
Declaration Partners LP and Senator Investor Group [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate principal amount			55,000,000
Dividends, Common Stock			10
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination Tangible Assets Net			$ 5,000,001
Subscription Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock to investors for acquisition			16,500,000
Purchase price			$ 10
Aggregate gross proceeds from sale of stock			$ 165,000,000
Sponsor Warrant Forfeiture Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of private placement warrants cancelled			3,350,000
Sponsor | Second Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from note payable			$ 200,000
Outstanding balance			200,000
Debt instrument, remains available			300,000
Sponsor | Second Promissory Note [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate principal amount			$ 500,000
Sponsor | First Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contribution from sponsor		$ 141,000
Repayment of promissory note	$ 141,000

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	20,116,667
Dilutive effect of Class B ordinary shares that were subject to forfeiture	1,312,500
Class A Common Stock Subject to Redemption
Temporary equity, shares issued	40,250,000	0
Temporary equity, shares outstanding	40,250,000	0

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restatement of Previously Reported Financial Statements (Details)	Sep. 30, 2021USD ($)
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Minimum net intangible assets upon redemption of common stock	$ 5,000,001

BASIS OF PRESENTATION AND SUM_6

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement in Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Shareholders' equity (deficit)
Accumulated deficit	$ (42,063,518)	$ (47,361,314)	$ (34,085,669)	$ (35,012)
Total shareholders' deficit	$ (42,062,512)	$ (47,360,308)	$ (34,084,663)	$ (10,012)
% Change in accumulated deficit		(1048.00%)	(782.00%)
Class A Common Stock
Shareholders' equity (deficit)
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
% Change in ordinary shares		(100.00%)	(100.00%)
Class A Common Stock Subject to Redemption
Unaudited Condensed Balance Sheet
Class A ordinary shares subject to possible redemption	$ 402,500,000	$ 402,500,000	$ 402,500,000
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Shareholders' equity (deficit)
% Change in ordinary shares		15.00%	11.00%
Class B Common Stock
Shareholders' equity (deficit)
Ordinary share - $0.0001 par value	$ 1,006	$ 1,006	$ 1,006	$ 1,006
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
As Previously Reported | Restatement of redeemable common stock as temporary equity
Shareholders' equity (deficit)
Accumulated deficit		$ 4,998,472	$ 4,998,610
Total shareholders' deficit		5,000,002	5,000,007
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Shareholders' equity (deficit)
Ordinary share - $0.0001 par value		524	391
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Unaudited Condensed Balance Sheet
Class A ordinary shares subject to possible redemption		350,139,690	363,415,330
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class B Common Stock
Shareholders' equity (deficit)
Ordinary share - $0.0001 par value		1,006	1,006
Adjustment | Restatement of redeemable common stock as temporary equity
Shareholders' equity (deficit)
Accumulated deficit		(52,359,786)	(39,084,279)
Total shareholders' deficit		(52,360,310)	(39,084,670)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Shareholders' equity (deficit)
Ordinary share - $0.0001 par value		(524)	(391)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Unaudited Condensed Balance Sheet
Class A ordinary shares subject to possible redemption		$ 52,360,310	$ 39,084,670

BASIS OF PRESENTATION AND SUM_7

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement in Cash Flows (Details) - Class A Common Stock Subject to Redemption - Restatement of redeemable common stock as temporary equity - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$ 355,174,100	$ 355,174,100
Change in value of Class A ordinary shares subject to possible redemption	8,241,230	(5,034,410)
Adjustment
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	(355,174,100)	(355,174,100)
Change in value of Class A ordinary shares subject to possible redemption	$ (8,241,230)	$ 5,034,410

BASIS OF PRESENTATION AND SUM_8

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement in Earnings per Share (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)	$ 5,297,796	$ (13,275,645)	$ 6,412,216	$ (6,863,429)	$ (1,565,633)
Restatement of redeemable common stock as temporary equity | As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)		$ (13,275,645)	$ 6,412,216	$ (6,863,429)
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding	40,250,000	40,250,000	35,330,556	37,803,867	38,090,244
Weighted average shares outstanding - Basic	40,250,000				38,090,244
Weighted average shares outstanding - Diluted	40,250,000				38,090,244
Basic and diluted earnings per share	$ 0.11	$ (0.26)	$ 0.14	$ (0.14)	$ (0.03)
Class A Common Stock | Restatement of redeemable common stock as temporary equity | As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		40,250,000	40,250,000	40,250,000
Class A Common Stock | Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding			(4,919,444)	(2,446,133)
Basic and diluted earnings per share		$ 0.26	$ (0.14)	$ 0.14
Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		10,062,500		9,982,735
Weighted average shares outstanding - Basic	10,062,500		9,902,083		10,009,615
Weighted average shares outstanding - Diluted	10,062,500		10,062,500		10,062,500
Basic and diluted earnings per share	$ 0.11	$ (0.26)	$ 0.14	$ (0.14)	$ (0.03)
Class B Common Stock | Restatement of redeemable common stock as temporary equity | As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding		10,062,500		9,982,735
Weighted average shares outstanding - Basic			9,902,083
Weighted average shares outstanding - Diluted			9,902,083
Basic and diluted earnings per share		$ (1.32)	$ 0.65	$ (0.69)
Class B Common Stock | Restatement of redeemable common stock as temporary equity | Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Weighted average shares outstanding - Diluted			160,417
Basic and diluted earnings per share		$ (1.06)	$ (0.51)	$ 0.55

BASIS OF PRESENTATION AND SUM_9

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of Basic and Diluted Net Income (Loss) per Class of Ordinary Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Class A Common Stock
Numerator:
Allocation of net income (loss) - Basic	$ 4,238,237		$ (1,239,824)
Allocation of net income (loss) - Diluted	$ 4,238,237		$ (1,252,506)
Denominator:
Basic weighted average shares outstanding	40,250,000		38,090,244
Diluted weighted average shares outstanding	40,250,000		38,090,244
Basic net income (loss) per ordinary share	$ 0.11		$ (0.03)
Diluted net income (loss) per ordinary share	$ 0.11		$ (0.03)
Class B Common Stock
Numerator:
Allocation of net income (loss) - Basic	$ 1,059,559		$ (325,809)
Allocation of net income (loss) - Diluted	$ 1,059,559		$ (313,127)
Denominator:
Basic weighted average shares outstanding	10,062,500	9,902,083	10,009,615
Diluted weighted average shares outstanding	10,062,500	10,062,500	10,062,500
Basic net income (loss) per ordinary share	$ 0.11		$ (0.03)
Diluted net income (loss) per ordinary share	$ 0.11		$ (0.03)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering, gross		$ 402,500,000
Offering costs		8,483,299
Deferred underwriting commissions	$ 14,100,000	$ 14,087,500
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	40,250,000
Purchase price, per unit	$ 10
Proceeds received from initial public offering, gross	$ 402,500,000
Offering costs	22,800,000
Deferred underwriting commissions	$ 14,100,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	5,250,000
Purchase price, per unit	$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 12, 2021shares	Dec. 21, 2020shares	Oct. 23, 2020USD ($)$ / sharesshares	Sep. 30, 2021D$ / shares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Dec. 31, 2020$ / shares
Class B Common Stock
Related Party Transaction [Line Items]
Par value | $ / shares				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Founder Shares
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
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
Founder Shares | Class B Common Stock
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Number of shares issued			10,062,500
Par value | $ / shares			$ 0.0001
Founder Shares | Class B Common Stock | Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	1,312,500
Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture		1,312,500
Sponsor | Class B Common Stock | Todd Davis
Related Party Transaction [Line Items]
Number of shares issued		40,000
Sponsor | Class B Common Stock | Mitchell Caplan
Related Party Transaction [Line Items]
Number of shares issued		40,000
Sponsor | Class B Common Stock | Oscar Salazar
Related Party Transaction [Line Items]
Number of shares issued		40,000

RELATED PARTY TRANSACTIONS - Pr

RELATED PARTY TRANSACTIONS - Private Placement (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds received from private placement			$ 10,050,000
Exercise price of warrants		$ 11.50	$ 11.50
Loss on excess of fair value over cash received for Private Placement warrants		$ 0	$ 737,000
Private Placement Warrants | Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	6,700,000
Price of warrant	$ 1.50
Proceeds received from private placement	$ 10,100,000
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Restrictions on transfer period of time after business combination completion			30 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jan. 12, 2021	Sep. 30, 2021	Sep. 30, 2021	Jun. 17, 2021	Dec. 31, 2020	Oct. 22, 2020
Related Party Transaction [Line Items]
Outstanding balance of related party note		$ 200,000	$ 200,000		$ 115,388
Repayment of promissory note			$ 141,388
Working Capital Loan warrants
Related Party Transaction [Line Items]
Price of warrant		$ 1.50	$ 1.50
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 500,000		$ 300,000
Outstanding balance of related party note		$ 200,000	$ 200,000		$ 141,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid		30,000	80,000
Accrued administrative fees		$ 60,000	$ 60,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Jan. 12, 2021USD ($)item$ / sharesshares	Sep. 30, 2021USD ($)
Class of Stock [Line Items]
Maximum number of demands for registration of securities | item	3
Underwriting cash discount per unit | $ / shares	$ 0.20
Aggregate underwriter cash discount | $	$ 8,100,000
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 14,100,000	$ 14,087,500
Over-allotment option
Class of Stock [Line Items]
Units Issued During Period, Shares, New Issues | shares	5,250,000

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES (Details)	9 Months Ended
	Sep. 30, 2021D$ / sharesshares	Dec. 31, 2020shares
Class of Stock [Line Items]
Warrants outstanding | shares		0
Exercise price of warrants	$ 11.50
Warrants
Class of Stock [Line Items]
Exercise price of warrants	$ 11.50
Warrants expiration term	5 years
Public Warrants
Class of Stock [Line Items]
Warrants outstanding | shares	13,416,667
Warrants exercisable term after the completion of a business combination	30 days
Warrants and rights outstanding exercisable term from closing of initial public offerings	12 months
Threshold period for filling registration statement after business combination	20 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Public Warrants | Class A Common Stock
Class of Stock [Line Items]
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceed	60
Threshold consecutive trading days for redemption of public warrants | D	20
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding | shares	6,700,000
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Class of Stock [Line Items]
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115.00%
Class of warrants or rights redemption of warrants or rights stock price trigger	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days for redemption of public warrants | D	20
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants
Class of Stock [Line Items]
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Class of warrants or rights redemption of warrants or rights stock price trigger	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days
Threshold trading days for redemption of public warrants | D	20
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption of warrants when the price per share of class a common stock equals or exceeds $0.361 | Public Warrants
Class of Stock [Line Items]
Class of warrants or rights redemption of warrants or rights stock price trigger	$ 0.361
Threshold trading days for redemption of public warrants | D	10

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	9 Months Ended
	Sep. 30, 2021USD ($)Vote$ / sharesshares	Jun. 30, 2021USD ($)$ / shares	Mar. 31, 2021USD ($)$ / shares	Dec. 31, 2020$ / sharesshares
Temporary Equity [Line Items]
Number of votes per share | Vote	1
Class A Common Stock
Temporary Equity [Line Items]
Number of shares authorized | shares	500,000,000			500,000,000
Par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share | Vote	1
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Number of Class A ordinary shares outstanding which are subject to redemption | shares	40,250,000			0
Gross Proceeds	$ 402,500,000
Proceeds allocated to Public Warrants	(18,783,330)
Class A ordinary shares issuance costs	(21,703,537)
Accretion of carrying value to redemption value	40,486,867
Class A ordinary shares subject to possible redemption	$ 402,500,000	$ 402,500,000	$ 402,500,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Jun. 30, 2021$ / shares	Mar. 31, 2021$ / shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Number of votes per share | Vote	1
Ratio to be applied to the stock in the conversion	1
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized	500,000,000			500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per share | Vote	1
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Temporary equity, shares issued	40,250,000			0
Temporary equity, shares outstanding	40,250,000			0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized	50,000,000			50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	10,062,500			10,062,500
Common shares, shares outstanding	10,062,500			10,062,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Sep. 30, 2021USD ($)
Assets:
Investments held in Trust Account	$ 402,528,786
Liabilities:
Derivative warrant liabilities	24,004,330
Recurring
Liabilities:
Derivative warrant liabilities	24,004,330
Recurring | Public Warrants
Liabilities:
Derivative warrant liabilities	14,758,330
Recurring | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	9,246,000
U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	402,528,786
Level 1 | Recurring
Liabilities:
Derivative warrant liabilities	14,758,330
Level 1 | Recurring | Public Warrants
Liabilities:
Derivative warrant liabilities	14,758,330
Level 1 | U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	402,528,786
Level 3 | Recurring
Liabilities:
Derivative warrant liabilities	9,246,000
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 9,246,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021	Jan. 12, 2021
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.91	10.67
Option term to M&A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5	5
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	25	30
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.87	0.50

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of derivative warrant liabilities	$ (9,589,500)			$ (5,566,000)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at (inception)	11,993,000	$ 8,509,000
Issuance of Public and Private Warrants			$ 29,570,330
Transfer of Public Warrants to Level 1			(18,783,330)
Change in fair value of warrant liabilities		3,484,000	(2,278,000)
Warrant liabilities at end of period	9,246,000	$ 11,993,000	$ 8,509,000	$ 9,246,000
Change in fair value of derivative warrant liabilities	$ (2,747,000)