African Gold Acquisition (AGACF) 10-Q/A 26 Apr 23 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Apr. 26, 2023
Document Information Line Items
Entity Registrant Name	African Gold Acquisition Corp
Trading Symbol	AGAC
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	For the reasons discussed below, the audit committee (“Audit Committee”) of the board of directors (“Board”) of African Gold Acquisition Corporation (the “Company"), after consultation with management, determined, on August 30, 2022, that the Company’s previously issued financial statements, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, must be restated and should not be relied upon.As previously reported in its Current Report on Form 8-K filed on August 26, 2022 (the “August 26 8-K”), on August 22, 2022 the Board discovered improper withdrawals from the Company’s operating bank account and the subsequent concealment of these withdrawals, which transactions initially appeared to commence in January 2022 during the reporting period ended March 31, 2022. Upon these discoveries, the board immediately launched an internal investigation, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From the Board investigation it was concluded that Cooper Morgenthau, the former Chief Financial Officer and a former director of the Company, had made those improper withdrawals and took deliberate actions to conceal them, including by falsifying documents (the “Irregularities”). Effective August 22, 2022, Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal Financial and Accounting Officer) were terminated. Mr. Morgenthau was formally removed as a director and officer of the Company pursuant to its amended and restated memorandum and articles of association effective August 26, 2022.Following Mr. Morgenthau’s termination, the board and the Audit Committee continued to hold internal and external discussions with bankers, vendors and service providers investigating any and all possibilities of additional Irregularities. On August 31, 2022 the board investigation discovered that improper withdrawals by Mr. Morgenthau extended back to and commenced in June 2021 and the concealment of these Irregularities was accomplished by falsifying bank statements commencing with the June 2021 statements and continuing through to July 2022.As stated above and previously reported in the August 26 8-K, the Board has confirmed that the Irregularities did not extend to the Company’s trust account (“Trust Account”), and as of September 1, 2022 there was $415,737,822 in the Trust Account.
Entity Central Index Key	0001833909
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40121
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	PO Box 2634
Entity Address, City or Town	Darien
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06820
City Area Code	+1-917
Local Phone Number	612-0545
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,317,556
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,350,000

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets
Cash	$ 104,371
Prepaid expenses	431,555
Deferred offering costs		117,097
Total current assets	535,926	117,097
Prepaid expenses, non-current	158,853
Marketable securities held in Trust Account	414,027,846
Total Assets	414,722,625	117,097
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Accrued offering costs and expenses	68,812	15,450
Due to related party	49,975	50,100
Promissory note - related party		87,085
Total current liabilities	118,787	152,635
Warrant liability	20,631,459
Deferred underwriting discount	14,490,000
Total liabilities	35,240,246	152,635
Commitments and Contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 41,400,000 shares and 0 shares at redemption value, respectively	414,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding (excluding 41,400,000 shares and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 10,350,000 shares and 10,350,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	1,035	1,035
Additional paid-in capital		23,965
Accumulated deficit	(34,518,656)	(60,538)
Total shareholders’ deficit	(34,517,621)	(35,538)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$ 414,722,625	$ 117,097

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Class A ordinary shares subject to possible redemption	41,400,000	41,400,000
Class A ordinary shares subject to possible redemption value (in Dollars per share)	$ 0	$ 0
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	300,000,000	300,000,000
Ordinary shares, issued
Ordinary shares, outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	30,000,000	30,000,000
Ordinary shares, issued	10,350,000	10,350,000
Ordinary shares, outstanding	10,350,000	10,350,000

Unaudited Condensed Statements

Unaudited Condensed Statements Of Operations (Restated) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 399,695	$ 918,951
Loss from operations	(399,695)	(918,951)
Other income (expense)
Transaction costs allocated to warrant liabilities		(1,325,682)
Unrealized gain on change in fair value of warrants	6,846,035	11,484,912
Recovery (loss) from Irregularities	230,573	(902,927)
Interest income	5,327	27,846
Total other income	7,081,935	9,284,149
Net income	$ 6,682,240	$ 8,365,198
Class A Ordinary Shares
Other income (expense)
Basic and diluted weighted average shares outstanding (in Shares)	41,400,000	31,872,527
Basic and diluted net income per (in Dollars per share)	$ 0.12	$ 0.2
Class B Ordinary Shares
Other income (expense)
Basic and diluted weighted average shares outstanding (in Shares)	10,350,000	9,979,121
Basic and diluted net income per (in Dollars per share)	$ 0.12	$ 0.2

Unaudited Condensed Statement_2

Unaudited Condensed Statements Of Operations (Restated) (Parentheticals) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Ordinary Shares
Diluted weighted average shares outstanding	41,400,000	31,872,527
Diluted net income per	$ 0.12	$ 0.20
Class B Ordinary Shares
Diluted weighted average shares outstanding	10,350,000	9,979,121
Diluted net income per	$ 0.12	$ 0.20

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 1,035	$ 23,965	$ (60,538)	$ (35,538)
Balance (in Shares) at Dec. 31, 2020		10,350,000
Excess of proceeds from private placement over fair value of private warrants			2,681,384		2,681,384
Net income (loss)				10,016,601	10,016,601
Remeasurement of Class A ordinary shares subject to redemption under ASC 480-10-S99			(2,705,349)	(42,823,316)	(45,528,665)
Balance at Mar. 31, 2021		$ 1,035		(32,867,253)	(32,866,218)
Balance (in Shares) at Mar. 31, 2021		10,350,000
Net income (loss)				(8,333,643)	(8,333,643)
Balance at Jun. 30, 2021		$ 1,035		(41,200,896)	(41,199,861)
Balance (in Shares) at Jun. 30, 2021		10,350,000
Net income (loss)				6,682,240	6,682,240
Balance at Sep. 30, 2021		$ 1,035		$ (34,518,656)	$ (34,517,621)
Balance (in Shares) at Sep. 30, 2021		10,350,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021 USD ($)
Cash flows from Operating Activities:
Net income	$ 8,365,198
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(27,846)
Unrealized gain on change in fair value of warrants	(11,484,912)
Transaction costs allocated to warrant liabilities	1,325,682
Changes in current assets and current liabilities:
Prepaid expenses	(590,408)
Accrued offering costs and expenses	53,362
Due to related party	(125)
Net cash used in operating activities	(2,359,049)
Cash Flows from Investing Activities:
Cash and securities held in Trust Account	(414,000,000)
Net cash used in investing activities	(414,000,000)
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees	405,720,000
Proceeds from private placement	11,380,000
Repayment to promissory note to related party	(178,488)
Payments of offering costs	(458,092)
Net cash provided by financing activities	416,463,420
Net change in cash	104,371
Cash, beginning of the period
Cash, end of the period	104,371
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	14,490,000
Initial value of Class A ordinary shares subject to possible redemption	414,000,000
Deferred offering costs paid by Sponsor loan	91,403
Initial classification of warrant liability	$ 32,116,371

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1- Organization and Business Operations Organization and General African Gold Acquisition Corporation (the “Company”) is a blank check company incorporated on November 17, 2020 as a Cayman Islands exempted company. The Company was incorporated for the purpose of effecting a merger or mergers, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. The Company’s sponsor is African Gold Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 17, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 36,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $360,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 10,300,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (“Private Placement”), generating gross proceeds of $10,300,000, which is discussed in Note 5. Transaction costs amounted to $20,466,592 consisting of $7,200,000 of underwriting discount, $12,600,000 of deferred underwriting discount, and $666,592 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments, if any. On March 16, 2021, the underwriters exercised the over-allotment option in full to purchase 5,400,000 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $54,000,000, and incurred $1,080,000 in cash underwriting fees and $1,890,000 in deferred underwriting fees. Trust Account Following the closing of the IPO on March 2, 2021 and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over- allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of an initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed an initial Business Combination within the Combination Period, subject to applicable law. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value 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 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Class A ordinary shares subject to possible redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and public shares held by them, as applicable in connection with the completion of the initial Business Combination, (ii) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (an “Extension Period”), and (iv) vote any Founder Shares and public shares held by them in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Capital Resources As of September 30, 2021, following the recognition of $902,927 in improper withdrawals and other Irregularities the Company had approximately $0.1 million in its operating bank account and working capital of approximately $0.4 million. Note that subsequent re-deposits of the improperly withdrawn funds by the former CFO during the remaining months of 2021 allowed the Company to meet its various obligations. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the Founder Shares (see Note 6), and the loan under an unsecured promissory note from the Sponsor of $178,488 (see Note 6). The Company fully repaid the note to the Sponsor on March 8, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s 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 6). On September 21, 2022, the Company has borrowed an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund working capital deficiencies caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to consummate an initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”)’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through June 2, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 - Restatement of Previously Issued Financial Statements On August 22, 2022, the Board discovered improper withdrawals from the Company’s operating bank account and the subsequent concealment of these withdrawals, which transactions initially appeared to commence in January 2022 during the period ended March 31, 2022. Upon these discoveries, the Board immediately launched an internal investigation, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From the Board investigation it was concluded that Cooper Morgenthau, the former Chief Financial Officer and a former director of the Company, had made those improper withdrawals and took deliberate actions to conceal them, including by falsifying documents. Effective August 22, 2022, Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal Financial and Accounting Officer) was terminated, and Mr. Morgenthau was removed as a director and officer of the Company pursuant to its amended and restated memorandum and articles of association effective August 26, 2022. Following Mr. Morganthau’s termination the Board and Audit Committee continued to hold internal and external discussions with all bankers, vendors and service providers investigating any and all possibilities of additional Irregularities. On August 31, 2022, the Board investigation discovered that improper withdrawals by Mr. Morgenthau extended back to and commenced in June 2021 and the concealment of these Irregularities was accomplished by falsifying bank statements commencing with the June 2021 statements and continuing through to July 2022. On September 29, 2022 the Board and Audit Committee determined that the Company’s previously issued financial statements, as set forth in the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2021 and September 30, 2021, respectively, must be restated and should not be relied upon. The Irregularities did not take place prior to the quarter ended June 30, 2021. In connection with the preparation of the restatements management also made certain adjustments and reclassifications for presentation purpose. The impact of the restatement on the Company’s previously issued financial statements is reflected in the following table: Condensed Balance Sheet as of September 30, 2021 (unaudited) As Previously Adjustment Restated Cash $ 932,771 $ (828,400 ) $ 104,371 Prepaid expenses 389,137 42,418 431,555 Total assets 415,508,607 (785,982 ) 414,722,625 Accrued offering costs and expenses 41,867 26,945 68,812 Due to related party 24,975 25,000 49,975 Total liabilities 35,188,301 51,945 35,240,246 Accumulated deficit (33,680,729 ) (837,927 ) (34,518,656 ) Total shareholders’ deficit (33,679,694 ) (837,927 ) (34,517,621 ) Total liabilities and shareholders’ deficit 415,508,607 (785,982 ) 414,722,625 Condensed Statement of Operations for the Three Months ended September 30, 2021 (unaudited) Formation and operating costs $ 464,695 $ (65,000 ) $ 399,695 Loss from Irregularities - 230,573 230,573 Net income 6,386,667 295,573 6,682,240 Basic and diluted net income per Class A ordinary share 0.12 0.00 0.12 Basic and diluted net income per Class B ordinary share 0.12 0.00 0.12 Condensed Statement of Operations for the Nine Months ended September 30, 2021 (unaudited) Formation and operating costs $ 983,951 $ (65,000 ) $ 918,951 Loss from Irregularities - (902,927 ) (902,927 ) Net income 9,203,125 (837,927 ) 8,365,198 Basic and diluted net income per Class A ordinary share 0.22 (0.02 ) 0.20 Basic and diluted net income per Class B ordinary share 0.22 (0.02 ) 0.20 Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended September 30, 2021 (unaudited) Net income $ 6,386,667 $ 295,573 $ 6,682,240 Accumulated deficit (33,680,729 ) (837,927 ) (34,518,656 ) Total shareholders’ deficit (33,679,694 ) (837,927 ) (34,517,621 ) Condensed Statement of Cash Flows for the Nine Months ended September 30, 2021 (unaudited) Net income $ 9,203,125 $ (837,927 ) $ 8,365,198 Prepaid expenses (547,990 ) (42,418 ) (590,408 ) Accrued offering costs and expenses (1) 93,414 (40,052 ) 53,362 Due to related party (1) 24,975 (25,100 ) (125 ) Net cash used in operating activities (1,413,552 ) (945,497 ) (2,359,049 ) Payments of offering costs (1) (575,189 ) 117,097 (458,092 ) Net cash provided by financing activities 416,346,323 117,097 416,463,420 (1) Management made certain adjustments and reclassifications in connection with the preparation of the restatements which are not a result of the Irregularities. The amount adjusted included the impact of (i) a reclassification of $50,100 from accrued offering costs and expenses to due to related parties, and (ii) a reclassification of $117,097 from accrued offering costs and expenses to payment of offering costs.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Forms 8-K and the final prospectus filed by the Company with the SEC on March 3 and 8, 2021 and March 1, 2021, respectively. Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported. Emerging Growth Company Status 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 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Accounts Receivable The Company recognized all the improper withdrawals by Mr. Morgenthau’s as accounts receivable. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The Company completely wrote off the outstanding receivables from Mr. Morgenthau as loss from Irregularities at September 30, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. At September 30, 2021, the assets held in the Trust Account were invested in money market funds. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Net (Loss) Income Per Ordinary Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of ordinary shares. The 42,430,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per stock: Numerator: Allocation of net income $ 5,161,334 $ 1,290,333 $ 6,370,597 $ 1,994,601 Denominator: Weighted-average shares outstanding 41,400,000 10,350,000 31,872,527 9,979,121 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.20 $ 0.20 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants,” which are discussed in Note 4, Note 5, and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed statements of operations in the periods of change. 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. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 - Initial Public Offering Pursuant to the IPO, the Company sold 36,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and three-quarters of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On March 16, 2021, the underwriters exercised the over-allotment option in full to purchase 5,400,000 Units. Following the closing of the IPO on March 2, 2021 and the underwriters’ full exercise of over-allotment option on March 16, 2021, $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over- allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. All of the 41,400,000 Class A ordinary share sold as part of the Units in the IPO, including Units sold upon the exercise of over-allotment by the underwriters, contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the ordinary share reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 414,400,000 Less: Proceeds allocated to Public Warrants (23,417,755 ) Ordinary share issuance costs (22,110,910 ) Plus: Remeasurement of carrying value of Class A ordinary shares 45,528,665 Contingently redeemable Class A ordinary shares $ 414,000,000 Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may, in its sole discretion, lower the exercise price at any time prior to the expiration date of the warrants for a period of not less than twenty (20) business days, provided, that the Company provides at least twenty (20) days prior written notice of such reduction to registered holders of the warrants and, provided further that any such reduction shall be identical among all of the warrants. The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then 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, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional 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 Company’s Board and in the case of any such issuance to the Company’s Sponsors or its affiliate, without taking into account any Founder Shares held by the Company’s 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 completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,300,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,300,000, in a private placement. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. On March 16, 2021, simultaneously with the closing of the underwriters’ full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 1,080,000 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $1,080,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be (including the ordinary shares issuable upon exercise of these warrants) entitled to certain registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Related Party Transactions (Res

Related Party Transactions (Restated) Founder Shares	9 Months Ended
	Sep. 30, 2021
Related Party Transactions (Restated) Founder Shares [Abstract]
Related Party Transactions (Restated) Founder Shares	Note 6 - Related Party Transactions (Restated) Founder Shares On November 17, 2020, the Company issued to the Sponsor 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for $25,000, or approximately $0.003 per share. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. In February 2021, the Company effected a stock dividend of 0.2 shares for each Founder Share outstanding, resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Sponsor (up to 1,350,000 of which were subject to forfeiture by the Sponsor if the underwriters’ over-allotment option was not exercised in full). On March 16, 2021, the underwriter exercised its over-allotment option in full, hence, the 1,350,000 Founder Shares are no longer subject to forfeiture. The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Due to Related Parties The Company promised to pay its Chief Executive Officer (“CEO”) $20,000 per month for his services for the period from the effective date of the registration statement to the consummation of the Company’s initial Business Combination. During the three and nine months ended September 30, 2021, the Company incurred $60,000 and $142,143 of CEO service fees. As of September 30, 2021, the Company has paid $117,143 and $25,000 has been accrued on the condensed balance sheets. The Company also promised to pay its Chief Financial Officer (“CFO”) $16,700 per month for the period from October 1, 2020 to the consummation of the initial Business Combination. Subsequently, due to the Irregularities, the former CFO was terminated on August 26, 2022 for cause and will not receive any further compensation. During the three and nine months ended September 30, 2021, the Company incurred $50,100 and $150,300 of CFO service fees. As of September 30, 2021, the Company has paid $209,417, of which $42,417 was included in prepaid expenses and $50,100 was applied against due to related parties. Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO. The loan was repaid upon completion of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses. On September 21, 2022, the Company has borrowed an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund working capital deficiencies caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to consummate an initial Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 7 - Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets: U.S. Money Market held in Trust Account $ 414,027,846 $ 414,027,846 $ - $ - $ 414,027,846 $ 414,027,846 $ - $ - Liabilities: Warrant Liability - Public Warrants $ 14,904,000 $ 14,904,000 $ - $ - Warrant Liability - Private Placement Warrants 5,727,459 - - 5,727,459 $ 20,631,459 $ 14,904,000 $ - $ 5,727,459 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants was $14,904,000. The estimated fair value of the Private Placement Warrants on September 30, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary share based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the initial measurement of the Public Warrants and Private Placement Warrants at March 2, 2021 and the subsequent measurement of the Private Placement Warrants at September 30, 2021 were as follows: March 2, 2021 (Initial September 30, Input Measurement) 2021 Expected term (years) 5.93 5.60 Expected volatility 15.2 % 10.8 % Risk-free interest rate 0.90 % 1.08 % Fair value of the ordinary share price $ 9.43 $ 9.72 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments for the nine months ended September 30, 2021: Warrant Liability Fair value as of January 1, 2021 $ - Initial fair value of warrant liability upon issuance at IPO 28,236,354 Initial measurement of over-allotment warrants 3,880,017 Transfer out of Level 3 to Level 1 (19,561,500 ) Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021 (6,827,412 ) Fair value as of September 30, 2021 $ 5,727,459

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on 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) will be entitled to registration rights pursuant to a registration rights agreement signed on February 25, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from February 25, 2021 to purchase up to an additional 5,400,000 Units to cover over-allotments. On March 16, 2021, the underwriters purchased an additional 5,400,000 Units to exercise its over-allotment option in full. The Company paid an aggregate amount of fixed underwriting discount of $8,280,000, which was calculated as two percent (2%) of the gross proceeds $414,000,000 of the IPO and the underwriters’ full exercise of over-allotment option. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and the underwriters’ full exercise of over-allotment option held in the Trust Account, or $14,490,000, upon the completion of the Company’s initial Business Combination. The Company has granted B. Riley Securities, Inc. a right of first refusal to act as sole placement agent in any private placement, backstop or similar financing transactions entered into or contemplated by the Company within the Combination Period and until the consummation of the initial Business Combination. In the event that B. Riley Securities, Inc. exercises such right of first refusal, its compensation in connection with any such transaction will be determined by separate agreement between the Company and B. Riley Securities, Inc. on the basis of compensation customarily paid to placement agents in similar transactions.

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders’ Deficit	Note 9 - Shareholders’ Deficit Preference shares Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law. Unless specified in the Companies Act, the Company’s amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Company’s Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.

Subsequent Events (Restated)

Subsequent Events (Restated)	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events (Restated)	Note 10 - Subsequent Events (Restated) The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company, besides the below, did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. For the reasons discussed below, the Audit Committee of the Board, after consultation with management, determined, on August 30, 2022, that the Company’s previously issued financial statements, as set forth in the 2021 Form 10-K, must be restated and should not be relied upon. As previously reported in its August 26 8-K, on August 22, 2022, the Board discovered improper withdrawals from the Company’s operating bank account and the subsequent concealment of these withdrawals, which transactions initially appeared to commence in January 2022 during the reporting period ended March 31, 2022. Upon these discoveries, the board immediately launched an internal investigation, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From the board investigation and the Company’s discussions it was concluded that Cooper Morgenthau, the former Chief Financial Officer and a former director of the Company, had made those improper withdrawals and took deliberate actions to conceal them, including by falsifying documents. Effective August 22, 2022, Mr. Morgenthau’s services as the Company’s Chief Financial Officer (the Company’s Principal Financial and Accounting Officer) were terminated, and Mr. Morgenthau was removed as a director and officer of the Company pursuant to its amended and restated memorandum and articles of association effective August 26, 2022. Following Mr. Morgenthau’s termination, the Board and Audit Committee continued to hold internal and external discussions with all bankers, vendors and service providers investigating any and all possibilities of additional Irregularities. On August 31, 2022, the Board investigation discovered that improper withdrawals by Mr. Morgenthau extended back to and commenced in June 2021 and the concealment of these Irregularities was accomplished by falsifying bank statements commencing with the June 2021 statements and continuing through to July 2022. For the reasons discussed above, the Board and Audit Committee determined on September 29, 2022 that the Company’s previously issued financial statements, as set forth in the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2021 (the “2021 Q2 10-Q”) and September 30, 2021 (the “2021 Q3 10-Q”), must be restated and should not be relied upon. The Irregularities did not take place prior to the quarter ended June 30, 2021. As discussed in Item 3.01 of its August 26 8-K, the Company has not as yet filed its June 2022 Form 10-Q and has received notification of its noncompliance the Section 802.01E of the NYSE Listed Company Manual due to its failure to timely file its Quarterly Report on Form 10-Q for such quarterly period. In addition, in the August 26 8-K the Company also disclosed that its Quarterly Report on Form 10-Q for the period ended March 31, 2022 must be restated because of the Irregularities and should not be relied upon. As previously reported, the Board has confirmed that the Irregularities did not extend to the Company’s Trust Account, and the end of day balance in that Trust Account on September 1, 2022 was reported as being $415,737,822. On September 21, 2022, the Company has borrowed an aggregate of $830,000 from members of the Company’s Sponsor as evidenced by a promissory note to fund working capital deficiencies caused by the Irregularities, as discussed in the Explanatory Note, and in connection with its efforts to consummate an initial Business Combination. On March 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to (i) extend the date (the “Termination Date”) by which the Company has to consummate a business combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on March 6, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the Articles Amendment, the holders of 36,082,444 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $368,497,490. On March 20, 2023 the Company and a non-affiliated third party entered into a promissory note pursuant to which such non-affiliated third party loaned $630,000 to the Company. The Company expects to use the proceeds of these proceeds to fund working capital deficiencies and in connection with its efforts to consummate an initial business combination. The promissory note doesn’t provide for any interest to be paid. The maturity date of the loans thereunder is the earlier of the consummation of the Company’s initial business combination or the date by which a business combination must be completed. The loans thereunder may be converted at $1.00 per warrant into the Company’s private warrants.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Forms 8-K and the final prospectus filed by the Company with the SEC on March 3 and 8, 2021 and March 1, 2021, respectively.
Reclassifications	Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported.
Emerging Growth Company Status	Emerging Growth Company Status 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 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Accounts Receivable	Accounts Receivable The Company recognized all the improper withdrawals by Mr. Morgenthau’s as accounts receivable. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The Company completely wrote off the outstanding receivables from Mr. Morgenthau as loss from Irregularities at September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. At September 30, 2021, the assets held in the Trust Account were invested in money market funds.
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 include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Net Income (Loss) Per Ordinary Share	Net (Loss) Income Per Ordinary Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of ordinary shares. The 42,430,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per stock: Numerator: Allocation of net income $ 5,161,334 $ 1,290,333 $ 6,370,597 $ 1,994,601 Denominator: Weighted-average shares outstanding 41,400,000 10,350,000 31,872,527 9,979,121 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.20 $ 0.20
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity.
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants,” which are discussed in Note 4, Note 5, and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed statements of operations in the periods of change. 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. FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for unaudited condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of impact to the balance sheet	Condensed Balance Sheet as of September 30, 2021 (unaudited) As Previously Adjustment Restated Cash $ 932,771 $ (828,400 ) $ 104,371 Prepaid expenses 389,137 42,418 431,555 Total assets 415,508,607 (785,982 ) 414,722,625 Accrued offering costs and expenses 41,867 26,945 68,812 Due to related party 24,975 25,000 49,975 Total liabilities 35,188,301 51,945 35,240,246 Accumulated deficit (33,680,729 ) (837,927 ) (34,518,656 ) Total shareholders’ deficit (33,679,694 ) (837,927 ) (34,517,621 ) Total liabilities and shareholders’ deficit 415,508,607 (785,982 ) 414,722,625
Schedule of statement of operations	Condensed Statement of Operations for the Three Months ended September 30, 2021 (unaudited) Formation and operating costs $ 464,695 $ (65,000 ) $ 399,695 Loss from Irregularities - 230,573 230,573 Net income 6,386,667 295,573 6,682,240 Basic and diluted net income per Class A ordinary share 0.12 0.00 0.12 Basic and diluted net income per Class B ordinary share 0.12 0.00 0.12 Condensed Statement of Operations for the Nine Months ended September 30, 2021 (unaudited) Formation and operating costs $ 983,951 $ (65,000 ) $ 918,951 Loss from Irregularities - (902,927 ) (902,927 ) Net income 9,203,125 (837,927 ) 8,365,198 Basic and diluted net income per Class A ordinary share 0.22 (0.02 ) 0.20 Basic and diluted net income per Class B ordinary share 0.22 (0.02 ) 0.20
Schedule of Shareholders’ (Deficit) Equity	Condensed Statement of Changes in Shareholders’ Deficit for the Three Months ended September 30, 2021 (unaudited) Net income $ 6,386,667 $ 295,573 $ 6,682,240 Accumulated deficit (33,680,729 ) (837,927 ) (34,518,656 ) Total shareholders’ deficit (33,679,694 ) (837,927 ) (34,517,621 )
Schedule of statement of cash flows	Condensed Statement of Cash Flows for the Nine Months ended September 30, 2021 (unaudited) Net income $ 9,203,125 $ (837,927 ) $ 8,365,198 Prepaid expenses (547,990 ) (42,418 ) (590,408 ) Accrued offering costs and expenses (1) 93,414 (40,052 ) 53,362 Due to related party (1) 24,975 (25,100 ) (125 ) Net cash used in operating activities (1,413,552 ) (945,497 ) (2,359,049 ) Payments of offering costs (1) (575,189 ) 117,097 (458,092 ) Net cash provided by financing activities 416,346,323 117,097 416,463,420 (1) Management made certain adjustments and reclassifications in connection with the preparation of the restatements which are not a result of the Irregularities. The amount adjusted included the impact of (i) a reclassification of $50,100 from accrued offering costs and expenses to due to related parties, and (ii) a reclassification of $117,097 from accrued offering costs and expenses to payment of offering costs.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Schedule of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share [Abstract]
Schedule of numerator and denominator used to compute basic and diluted net income per share	For the Three Months For the Nine Months Class A Class B Class A Class B Basic and diluted net income per stock: Numerator: Allocation of net income $ 5,161,334 $ 1,290,333 $ 6,370,597 $ 1,994,601 Denominator: Weighted-average shares outstanding 41,400,000 10,350,000 31,872,527 9,979,121 Basic and diluted net income per share $ 0.12 $ 0.12 $ 0.20 $ 0.20

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Schedule of ordinary share reflected	Gross proceeds from IPO $ 414,400,000 Less: Proceeds allocated to Public Warrants (23,417,755 ) Ordinary share issuance costs (22,110,910 ) Plus: Remeasurement of carrying value of Class A ordinary shares 45,528,665 Contingently redeemable Class A ordinary shares $ 414,000,000

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that were measured at fair value on a recurring basis	September 30, Quoted Significant Significant Assets: U.S. Money Market held in Trust Account $ 414,027,846 $ 414,027,846 $ - $ - $ 414,027,846 $ 414,027,846 $ - $ - Liabilities: Warrant Liability - Public Warrants $ 14,904,000 $ 14,904,000 $ - $ - Warrant Liability - Private Placement Warrants 5,727,459 - - 5,727,459 $ 20,631,459 $ 14,904,000 $ - $ 5,727,459
Schedule of key inputs into the monte carlo simulation model for the warrant liability	March 2, 2021 (Initial September 30, Input Measurement) 2021 Expected term (years) 5.93 5.60 Expected volatility 15.2 % 10.8 % Risk-free interest rate 0.90 % 1.08 % Fair value of the ordinary share price $ 9.43 $ 9.72
Schedule of changes in the fair value of the warrant liability	Warrant Liability Fair value as of January 1, 2021 $ - Initial fair value of warrant liability upon issuance at IPO 28,236,354 Initial measurement of over-allotment warrants 3,880,017 Transfer out of Level 3 to Level 1 (19,561,500 ) Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021 (6,827,412 ) Fair value as of September 30, 2021 $ 5,727,459

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)			1 Months Ended	9 Months Ended
	Mar. 16, 2021	Mar. 02, 2021	Sep. 21, 2022	Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Additional units (in Shares)				36,000,000
Price per unit (in Dollars per share)				$ 10
Underwriting discount				$ 7,200,000
Deferred underwriting discount				12,600,000
Other offering costs				$ 666,592
Aggregate gross proceeds	$ 54,000,000
Cash underwriting fees	$1,080,000
Deferred underwriting fees	$ 1,890,000
Net proceeds	$ 414,000,000
Price per share (in Dollars per share)	$ 10
Public shares redeem percentage				100%
Aggregate fair market value percentage				80%
Net tangible assets				$ 5,000,001
Public share price per share (in Dollars per share)				$ 10
Improper withdrawals				$ 902,927
Operating bank account				100,000
Working capital deficit				400,000
Capital contribution				25,000
Unsecured promissory note from the sponsor				$ 178,488
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Additional units (in Shares)		36,000,000
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 360,000,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Additional units (in Shares)				10,300,000
Price per unit (in Dollars per share)				$ 1
Gross proceeds				$ 10,300,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Additional units (in Shares)				5,400,000
Price per unit (in Dollars per share)	$ 1
Purchase units (in Shares)	5,400,000
Forecast [Member]
Organization and Business Operations (Details) [Line Items]
Borrowed aggregate			$ 830,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Transaction costs				$ 20,466,592
Outstanding voting securities percentage				50%
Business combination, description				If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Condensed Financial Information Disclosure [Abstract]
Offering costs	$ 50,100
Accrued offering cost	$ 117,097

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact to the balance sheet	Sep. 30, 2021 USD ($)
As Previously Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash	$ 932,771
Prepaid expenses	389,137
Total assets	415,508,607
Accrued offering costs and expenses	41,867
Due to related party	24,975
Total liabilities	35,188,301
Accumulated deficit	(33,680,729)
Total shareholders’ deficit	(33,679,694)
Total liabilities and shareholders’ deficit	415,508,607
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash	(828,400)
Prepaid expenses	42,418
Total assets	(785,982)
Accrued offering costs and expenses	26,945
Due to related party	25,000
Total liabilities	51,945
Accumulated deficit	(837,927)
Total shareholders’ deficit	(837,927)
Total liabilities and shareholders’ deficit	(785,982)
Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash	104,371
Prepaid expenses	431,555
Total assets	414,722,625
Accrued offering costs and expenses	68,812
Due to related party	49,975
Total liabilities	35,240,246
Accumulated deficit	(34,518,656)
Total shareholders’ deficit	(34,517,621)
Total liabilities and shareholders’ deficit	$ 414,722,625

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
As Reported [Member]
Schedule of Statement of Operations [Abstract]
Formation and operating costs	$ 464,695	$ 983,951
Loss from Irregularities
Net income	$ 6,386,667	$ 9,203,125
As Reported [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0.12	$ 0.22
As Reported [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0.12	$ 0.22
Adjustment [Member]
Schedule of Statement of Operations [Abstract]
Formation and operating costs	$ (65,000)	$ (65,000)
Loss from Irregularities	230,573	(902,927)
Net income	$ 295,573	$ (837,927)
Adjustment [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0	$ (0.02)
Adjustment [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0	$ (0.02)
As Restated [Member]
Schedule of Statement of Operations [Abstract]
Formation and operating costs	$ 399,695	$ 918,951
Loss from Irregularities	230,573	(902,927)
Net income	$ 6,682,240	$ 8,365,198
As Restated [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0.12	$ 0.2
As Restated [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Basic net income per ordinary share (in Dollars per share)	$ 0.12	$ 0.2

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operations (Parentheticals) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
As Reported [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	$ 0.12	$ 0.22
As Reported [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	0.12	0.22
Adjustment [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	0	(0.02)
Adjustment [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	0	(0.02)
As Restated [Member] | Class A Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	0.12	0.20
As Restated [Member] | Class B Ordinary Shares [Member]
Schedule of Statement of Operations [Abstract]
Diluted net income per ordinary share	$ 0.132	$ 0.20

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details) - Schedule of Shareholders’ (Deficit) Equity	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of Shareholders’ (Deficit) Equity [Line Items]
Net income	$ 6,386,667	$ 9,203,125
Accumulated deficit	(33,680,729)
Total shareholders’ deficit	(33,679,694)	(33,679,694)
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of Shareholders’ (Deficit) Equity [Line Items]
Net income	295,573	(837,927)
Accumulated deficit	(837,927)
Total shareholders’ deficit	(837,927)	(837,927)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of Shareholders’ (Deficit) Equity [Line Items]
Net income	6,682,240	8,365,198
Accumulated deficit	(34,518,656)
Total shareholders’ deficit	$ (34,517,621)	$ (34,517,621)

Restatement of Previously Iss_8

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flows - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income		$ 6,386,667	$ 9,203,125
Prepaid expenses			(547,990)
Accrued offering costs and expenses	[1]		93,414
Due to related party	[1]		24,975
Net cash used in operating activities			(1,413,552)
Payments of offering costs	[1]		(575,189)
Net cash provided by financing activities			416,346,323
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income		295,573	(837,927)
Prepaid expenses			(42,418)
Accrued offering costs and expenses	[1]		(40,052)
Due to related party	[1]		(25,100)
Net cash used in operating activities			(945,497)
Payments of offering costs	[1]		117,097
Net cash provided by financing activities			117,097
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income		$ 6,682,240	8,365,198
Prepaid expenses			(590,408)
Accrued offering costs and expenses	[1]		53,362
Due to related party	[1]		(125)
Net cash used in operating activities			(2,359,049)
Payments of offering costs	[1]		(458,092)
Net cash provided by financing activities			$ 416,463,420
[1]Management made certain adjustments and reclassifications in connection with the preparation of the restatements which are not a result of the Irregularities. The amount adjusted included the impact of (i) a reclassification of $50,100 from accrued offering costs and expenses to due to related parties, and (ii) a reclassification of $117,097 from accrued offering costs and expenses to payment of offering costs.

Significant Accounting Polici_3

Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021 USD ($) shares
Accounting Policies [Abstract]
Federal depository insurance coverage | $	$ 250,000
Outstanding warrants to purchase | shares	42,430,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of numerator and denominator used to compute basic and diluted net income per share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A [Member]
Basic and diluted net income per stock: Numerator:
Allocation of net income	$ 5,161,334	$ 6,370,597
Weighted-average shares outstanding	41,400,000	31,872,527
Basic and diluted net income per share	$ 0.12	$ 0.2
Class B [Member]
Basic and diluted net income per stock: Numerator:
Allocation of net income	$ 1,290,333	$ 1,994,601
Weighted-average shares outstanding	10,350,000	9,979,121
Basic and diluted net income per share	$ 0.12	$ 0.2

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		1 Months Ended	9 Months Ended
	Mar. 02, 2021	Mar. 16, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)			36,000,000
Issued price			$ 10
Redemption of warrants, description			Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;  ●at a price of $0.01 per warrant;  ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and  ●if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).
Total equity percentage			60%
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)			5,400,000
Issued price		$ 1
Price per share		$ 10
Issued of stock (in Shares)		5,400,000
Stock option proceeds (in Dollars)		$ 414,000,000
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	36,000,000
Issued price	$ 10
Number of share sold (in Shares)			41,400,000
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Issued price			$ 18
Price per share			11.5
Market value per share			$ 9.2
Market Value and the Newly Issued Price percentages			115%
Percentage of market value			180%
Initial Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Issued price			$ 9.2
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.5

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of ordinary share reflected	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule Of Ordinary Share Reflected [Abstract]
Gross proceeds from IPO	$ 414,400,000
Less:
Proceeds allocated to Public Warrants	(23,417,755)
Ordinary share issuance costs	(22,110,910)
Plus:
Remeasurement of carrying value of Class A ordinary shares	45,528,665
Contingently redeemable Class A ordinary shares	$ 414,000,000

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 16, 2021	Sep. 30, 2021
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Sale of aggregate shares (in Shares)		10,300,000
Warrant price per share (in Dollars per share)		$ 1
Purchase price		$ 10,300,000
Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Sale of aggregate shares (in Shares)		5,400,000
Warrant price per share (in Dollars per share)	$ 1
Purchase price	$ 1,080,000
Gross proceeds	$ 1,080,000

Related Party Transactions (R_2

Related Party Transactions (Restated) Founder Shares (Details) - USD ($)		1 Months Ended			3 Months Ended	9 Months Ended
	Mar. 20, 2023	Mar. 16, 2021	Feb. 28, 2021	Nov. 17, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 21, 2022
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Price per share (in Dollars per share)					$ 9.72	$ 9.72
Service fees					$ 60,000	$ 142,143
Due to related parties						117,143
Accrued paid					25,000	25,000
Incurred					50,100	150,300
Cash paid					$ 209,417	209,417
Prepaid expenses						42,417
Related party payables						50,100
Working capital loans						$ 1,500,000
Conversion price (in Dollars per share)					$ 1	$ 1
Founder Shares [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Ordinary shares (in Shares)				8,625,000
Par value (in Dollars per share)				$ 0.0001
Aggregated purchase price				$ 25,000
Price per share (in Dollars per share)				$ 0.003
Founder shares of subject to forfeiture (in Shares)				1,125,000
Stock dividend (in Dollars per share)			$ 0.2
Founder shares outstanding (in Shares)			10,350,000
Shares forfeiture (in Shares)		1,350,000	1,350,000
Founder Shares [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Related party transaction, description						The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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, amalgamation, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Chief Executive Officer [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Pay for service						$ 20,000
Chief Financial Officer [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Pay for service						16,700
Forecast [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Agreed to loan	$ 630,000
Aggregate amount							$ 830,000
Sponsor [Member] | Initial Public Offering [Member]
Related Party Transactions (Restated) Founder Shares (Details) [Line Items]
Agreed to loan						$ 300,000
Maturity date, description						These loans are non-interest bearing, unsecured and are due at the earlier of September 30, 2021 or the closing of the IPO.
Proceeds from repayment of loan						$ 1,000,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Disclosures [Abstract]
Public warrant	$ 14,904,000
Dividend rate of warrant	0%

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($)	Dec. 03, 2021	Dec. 02, 2021	Sep. 30, 2021	Mar. 01, 2021
Assets:
U.S. Money Market held in Trust Account			$ 414,027,846
Assets			414,027,846
Liabilities:
Liabilities			20,631,459
Public Warrants [Member]
Liabilities:
Warrant Liability			14,904,000
Private Placement Warrants [Member]
Liabilities:
Warrant Liability			$ 5,727,459
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in Trust Account				$ 414,027,846
Assets				414,027,846
Liabilities:
Liabilities				14,904,000
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability				14,904,000
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member]
Assets:
U.S. Money Market held in Trust Account
Assets
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
U.S. Money Market held in Trust Account
Assets
Liabilities:
Liabilities	5,727,459
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 5,727,459

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability - $ / shares		9 Months Ended
	Mar. 02, 2021	Sep. 30, 2021
Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability [Line Items]
Expected term (years)		5 years 7 months 6 days
Expected volatility		10.80%
Risk-free interest rate		1.08%
Fair value of the ordinary share price (in Dollars per share)		$ 9.72
Initial Measurement [Member]
Recurring Fair Value Measurements (Details) - Schedule of key inputs into the monte carlo simulation model for the warrant liability [Line Items]
Expected term (years)	5 years 11 months 4 days
Expected volatility	15.20%
Risk-free interest rate	0.90%
Fair value of the ordinary share price (in Dollars per share)	$ 9.43

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability	9 Months Ended
	Sep. 30, 2021 USD ($)
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items]
Fair value as of beginning
Transfer out of Level 3 to Level 1	(23,417,755)
Revaluation of warrant liability included in other income within the statement of operations for the nine months ended September 30, 2021	(6,827,412)
Fair value as of beginning	5,727,459
Initial Public Offering [Member]
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items]
Initial fair value of warrant liability upon issuance at IPO	28,236,354
Over-Allotment Option [Member]
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items]
Initial measurement of over-allotment warrants	3,880,017
Transfer out of Level 3 to Level 1 [Member]
Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability [Line Items]
Transfer out of Level 3 to Level 1	$ (19,561,500)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		9 Months Ended
	Mar. 16, 2021	Feb. 25, 2021	Sep. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriters purchased	$ 5,400,000
Underwriting discount			$ 8,280,000
Underwriting discount percentage			2%
Trust account			$ 14,490,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percentage			3.50%
Gross proceeds			$ 414,000,000
Underwriters Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Number of units additionally purchased (in Shares)		5,400,000

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - USD ($)		1 Months Ended		3 Months Ended	9 Months Ended
	Nov. 30, 2020	Mar. 16, 2021	Feb. 28, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Shareholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized					1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Founder share value (in Dollars)				$ 2,681,384
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized					300,000,000	300,000,000
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Common stock, shares issued					41,400,000	41,400,000
Shares subject to possible redemption					41,400,000	0
Common stock, shares outstanding					0	0
Price per share (in Dollars per share)					$ 11.5
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized					30,000,000	30,000,000
Common stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Common stock, shares issued					10,350,000	10,350,000
Common stock, shares outstanding					10,350,000	10,350,000
Common stock voting rights, description					Holders are entitled to one vote for each share of Class B ordinary shares.
Common stock, shares issued	8,625,000
Founder share value (in Dollars)	$ 25,000
Price per share (in Dollars per share)	$ 0.003
Maximum shares subject to forfeiture	1,125,000
Stock dividend, description			In February 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Sponsor (up to 1,350,000 of which were subject to forfeiture by our sponsor if the underwriters’ over- allotment option was not exercised in full).
Founder shares are no longer subject to forfeiture		1,350,000
Converted basis issued and outstanding percentage					20%

Subsequent Events (Restated) (D

Subsequent Events (Restated) (Details) - USD ($)			9 Months Ended
	Mar. 20, 2023	Sep. 01, 2022	Sep. 30, 2021	Sep. 21, 2022
Subsequent Events (Restated) (Details) [Line Items]
Net tangible assets			$ 5,000,001
Redemption price (in Dollars per share)			$ 10.21
Aggregate redemption amount			$ 368,497,490
Class A Ordinary Shares [Member]
Subsequent Events (Restated) (Details) [Line Items]
Class A ordinary shares (in Shares)			36,082,444
Par share (in Dollars per share)			$ 0.0001
Forecast [Member]
Subsequent Events (Restated) (Details) [Line Items]
Trust account		$ 415,737,822
Aggregate amount				$ 830,000
Loan amount	$ 630,000
Warrant per value (in Dollars per share)	$ 1