ScION Tech Growth II (SCOB) 10-K 15 Apr 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	SCION TECH GROWTH II
Trading Symbol	SCOB
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 314,938,552.4
Amendment Flag	false
Entity Central Index Key	0001838431
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40025
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	10 Queen St Place
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC4R 1BE
City Area Code	+44
Local Phone Number	20 73 98 0200
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	Marcum LLP
Auditor Location	New York, New York
Auditor Firm ID	688
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 890,042
Prepaid expenses	450,000
Deferred offering costs		57,039
Total current assets	1,340,042	57,039
Prepaid expenses, non-current	48,014
Cash held in Trust Account	345,000,000
Total Assets	346,388,056	57,039
Current liabilities:
Accrued offering costs and expenses	188,140	35,000
Due to related party	107,048
Total current liabilities	295,188	35,000
Warrant liability	14,460,001
Deferred underwriting discount	11,375,000
Total liabilities	26,130,189	35,000
Commitments and Contingencies (See Note 7)
Class A ordinary shares subject to possible redemption, 34,500,000 shares and 0 shares at redemption value, respectively	345,000,000
Shareholders’ (Deficit) Equity:
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 34,500,000 shares and 0 shares subject to possible redemption) at December 31, 2021 and December 31, 2020, respectively
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 issued and outstanding	863	863
Additional paid-in capital		24,137
Accumulated deficit	(24,742,996)	(2,961)
Total shareholders’ (deficit) equity	(24,742,133)	22,039
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$ 346,388,056	$ 57,039

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	2,000,000	2,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	34,500,000	0
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	8,625,000	8,625,000
Ordinary shares, shares outstanding	8,625,000	8,625,000

Statements of Operations

Statements of Operations - USD ($)	Dec. 30, 2020	Dec. 31, 2021
Income Statement [Abstract]
Formation and operating costs	$ 2,961	$ 830,905
Loss from operations	(2,961)	(830,905)
Other income (expense)
Transaction costs allocable to warrant liability		(483,829)
Unrealized Change in fair value of warrants		4,705,000
Total other income		4,221,171
Net income (loss)	$ (2,961)	$ 3,390,266
Basic and diluted weighted average shares outstanding, ordinary share subject to redemption (in Shares)		30,435,616
Basic and diluted net income (loss) per share (in Dollars per share)		$ 0.09
Basic and diluted weighted average shares outstanding, ordinary share (in Shares)	7,500,000	8,492,466
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0	$ 0.09

Statements of Changes in Shareh

Statements of Changes in Shareholders’ Equity (Deficit) - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 22, 2020
Balance (in Shares) at Dec. 22, 2020
Class B ordinary shares issued to Sponsor		$ 863	24,137		25,000
Class B ordinary shares issued to Sponsor (in Shares)		8,625,000
Net income (loss)				(2,961)	(2,961)
Balance at Dec. 31, 2020		$ 863	24,137	(2,961)	22,039
Balance (in Shares) at Dec. 31, 2020		8,625,000
Excess of cash received over fair value of Private Placement Warrants			4,153,333		4,153,333
Initial classification of FPA liability			(5,333,334)		(5,333,334)
Re-measurement of Class A ordinary shares to redemption value			1,155,864	(28,130,301)	(26,974,437)
Net income (loss)				3,390,266	3,390,266
Balance at Dec. 31, 2021		$ 863		$ (24,742,996)	$ (24,742,133)
Balance (in Shares) at Dec. 31, 2021		8,625,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2021
Cash flows from Operating Activities:
Net income (loss)	$ 3,390,266	$ (2,961)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Transaction costs allocable to warrant liability	483,829
Change in fair value of warrants	(4,705,000)
Changes in current assets and current liabilities:
Prepaid expenses	(498,014)
Accrued offering costs and expenses	210,179	(22,039)
Due to related party	107,048
Net cash used in operating activities	(1,011,692)	(25,000)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash flows from Financing Activities:
Proceeds from initial public offering, net of underwriters’ fees	338,500,000
Proceeds from private placement	8,900,000
Proceeds from sale of ordinary shares to initial shareholders		25,000
Proceeds of promissory note from related party	132,990
Payments of promissory note to related party	(132,990)
Payments of offering costs	(498,266)
Net cash provided by financing activities	346,901,734	25,000
Net change in cash	890,042
Cash, beginning of the period
Cash, end of the period	890,042
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	11,375,000
Initial value of Class A ordinary shares subject to possible redemption	318,025,563
Re-measurement of Class A ordinary shares to redemption value	26,974,437
Initial classification of warrant liability	$ 19,165,001

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Disclosure of Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General ScION Tech Growth II (the “Company”) was incorporated as a Cayman Islands exempted company on December 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. As of December 31, 2021, the Company had not yet commenced any operations. All activity as of December 31, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. 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). The Company’s sponsor is ScION 2 Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 12, 2021, the Company consummated the IPO of 34,500,000 units, including the issuance of 4,500,000 units as a result of the underwriters’ full exercise of the over-allotment option (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 $345,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,933,334 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $8,900,000, which is discussed in Note 5. Transaction costs amounted to $18,373,266 consisting of $6,500,000 of underwriting discount, $11,375,000 of deferred underwriting discount, and $498,266 of other offering costs. Trust Account Following the closing of the IPO on February 12, 2021, $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which can only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from February 12, 2021 (the “Combination Period”), the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The shares of ordinary share subject to 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 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 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 earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, 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 of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. Liquidity, Capital Resources and Going Concern Considerations As of December 31, 2021, the Company had cash outside the Trust Account of $890,042 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 6), the loan under an unsecured promissory note from the Sponsor of $132,990 (see Note 6), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The promissory note from the Sponsor was paid in full on May 21, 2021. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily limited to, curtailing operations, suspending the pursuit of potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company’s cash outside of the Trust Account is less than the costs of undertaking in-depth due diligence and negotiating a Business Combination, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Additionally, the Company is now less than 12 months from its mandatory liquidation date of February 12, 2023 as of the time of filing this Form 10-K. In connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern” this condition and the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, February 12, 2023. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company 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 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these statements is the determination of the fair value of the Public Warrant, Private Placement Warrant, and Forward Purchase Warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Cash and Securities Held in Trust Account The Company holds Cash in the Trust Account. The Company’s assets held in the Trust Account are classified as held for trading. Held for trading assets are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on assets held in Trust Account in the accompanying statements of operations. The estimated fair values of assets held in Trust Account are determined using available market information. Warrant Liabilities The Company evaluated the warrants (which are discussed in Note 3, Note 4 and Note 8) in accordance with ASC 815-40 and concluded that a provision in its 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 815-40, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (the date of the IPO) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement”, with changes in fair value recognized in the Company’s statement of operations. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants and the Forward Purchase Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The fair value was initially estimated using a Monte Carlo Simulation approach (see Note 6) 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 that are related to the IPO. 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 were expensed, and offering costs associated with the Class A ordinary share were charged to the shareholders’ equity. As such, the Company recorded $17,889,437 of offering costs as a reduction of equity in connection with the sale of the Class A ordinary shares. The Company immediately expensed $483,829 of offering costs in connection with the Public Warrants that were classified as liabilities. 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’ equity. 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’ equity section of the Company’s balance sheet. In accordance with ASC 480-10-S99-3A(15), there are two alternative methods that an entity can apply when subsequently measuring redeemable public shares: 1. Remeasure the redeemable public shares to their redemption amount immediately as if the end of the first reporting period after the IPO was the redemption date. 2. Accrete changes in the difference between the initial carrying amount and the redemption amount from the IPO date to the redemption date. The Company has decided to apply the first method above. As of December 31, 2021, the Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 345,000,000 Less: Proceeds allocated to Public Warrants (9,085,000 ) Class A ordinary shares issuance costs (17,889,437 ) Plus: Accretion of carrying value to redemption value 26,974,437 Class A ordinary shares subject to possible redemption $ 345,000,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 December 31, 2021 and 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 a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating net loss per ordinary share. Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Weighted average shares would have been reduced for the effect of an aggregate of 1,125,000 Class B shares that were subject to forfeiture if the over-allotment was not exercised by the underwriters which gives retroactive effect to the share recapitalization. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement in the calculation of diluted net loss per ordinary share, since the exercise of the warrants is contingent upon the occurrence of future events. On December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 2,650,653 $ 739,613 $ — $ (2,961 ) Denominator: Weighted-average shares outstanding 30,435,616 8,492,466 — 7,500,000 Basic and diluted net income (loss) per share $ 0.09 $ 0.09 $ — $ (0.00 ) Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall 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 sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. 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. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 34,500,000 Units, including 4,500,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third 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. 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. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s initial shareholders or their affiliate, without taking into account any founder shares held by the Company’s initial shareholders 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 (including from such issuances, the IPO and the sale of the forward purchase units), and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, then 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 prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 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 will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share, subject to adjustment, for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; upon a minimum of 30 days’ prior written notice of redemption; provided ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share, subject to adjustment, for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, subject to adjustment, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of the Company’s Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,933,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,900,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. 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 entitled to certain registration rights. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor. 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. The Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve an amendment to 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 has not consummated its initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within the Combination Period, and (iv) vote any founder shares held by the Sponsor and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 (the founder Shares). 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 is exercised. In connection with the underwriters’ full exercise of their over-allotment option on February 12, 2021, the 1,125,000 shares were no longer subject to forfeiture. The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Due to Related Party The balance of $107,048 as of December 31, 2021 represents the amount accrued for the administrative support services provided by the Sponsor as of December 31, 2021. As of December 31, 2020, no amount was accrued for the administrative support services provided by the Sponsor. Administrative Service Fee Commencing on the Effective Date of the registration statement, the Company has agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company has recorded $107,048 for the period from February 9, 2021 through December 31, 2021. Promissory Note — Related Party On December 31, 2020, 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 were non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. The Company borrowed $132,990 under the promissory note. On May 21, 2021, the Company paid the promissory note in full. Related Party Loans 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 would repay the Working Capital Loans. 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 $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and December 31, 2020, the Company had no Working Capital Loans. Forward Purchase Agreement On February 9, 2021, the Company entered into a forward purchase agreement pursuant to which an affiliate of the Sponsor committed that it will purchase from the Company 10,000,000 forward purchase units, or at its option up to an aggregate maximum of 30,000,000 forward purchase units, each consisting of one Class A ordinary share, or a forward purchase share, and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A ordinary share, or a Forward Purchase Warrant, for $10.00 per unit, or an aggregate amount of $100,000,000, or at the purchaser’s option up to an aggregate amount of $300,000,000, in a private placement that will close concurrently with the closing of the Company’s initial Business Combination. The proceeds from the sale of these forward purchase units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes. The forward purchase shares will be identical to the Class A ordinary shares included in the units being sold in the IPO, except that they will be subject to transfer restrictions and registration rights. The Forward Purchase Warrants will have the same terms as the Private Placement Warrants so long as they are held by the purchaser or its permitted assignees and transferees.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 — 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 December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 345,000,000 $ 345,000,000 $ — $ — $ 345,000,000 $ 345,000,000 $ — $ — Liabilities: Private Placement $ 3,560,001 $ — $ 3,560,001 $ — Forward Purchase Warrants $ 4,000,000 $ 4,000,000 Public Warrants 6,900,000 6,900,000 — — Warrant Liability $ 14,460,001 $ 6,900,000 $ 7,560,001 $ — Warrants The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets which includes the Forward Purchase Warrants. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Company’s statement of operations. The mid-point of the Forward Purchase Agreement ($200 million) has been used as an estimate for the purpose of deriving the associated Forward Purchase Warrant liability; this estimate is reassessed at each reporting period. Initial Measurement The Company established the initial fair value for the warrants on February 9, 2021, the date of the Company’s , using a Monte Carlo simulation model for the public warrants, and the Black-Sholes Model for Private Placement Warrants and Forward Purchase Warrants based on their relative fair values at the initial measurement date. The Private Placement Warrants and Forward Purchase Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Private Placement Warrants and Forward Purchase Warrants are now classified as Level 2. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The key inputs into the Black-Scholes Model were as follows: Input February 9, Risk-free interest rate 0.61 % Expected term (years) 5.75 Expected volatility 15.0 % Exercise price $ 11.50 Subsequent Measurement As at December 31, 2021, the public warrants were measured at the observable quoted price in active markets, and the Private Placement Warrants and Forward Purchase Warrants were measured at the observable quoted price in active markets for public warrants. The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at February 12, 2021 - Level 3 $ 19,165,001 Transfer of Public Warrants to Level 1 (April 5, 2021) (9,085,000 ) Transfer of Private Placement Warrants and Forward Purchase Warrants to Level 2 (September 30, 2021) (10,080,001 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ - At February 12, 2021 (IPO date), the Private Placement Warrants and Forward Purchase Warrants were valued at $4,746,667 and $5,333,334, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2021
Disclosure of Commitments [Abstract]
Commitments	Note 7 — Commitments Registration Rights The holders of (i) the founder shares, (ii) the Private Placement Warrants, the forward purchase securities which will be issued in a private placement concurrently with the closing of the Company’s initial business combination and the Class A ordinary shares underlying such Private Placement Warrants and forward purchase securities and (iii) Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial business combination pursuant to a registration rights agreement signed on February 9, 2021. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Underwriting Agreement The Company granted the underwriters a 45-day option from February 12, 2021 to purchase up to an additional 4,500,000 units to cover over-allotments. On February 12, 2021, the underwriters fully exercised the over-allotment option. OrION Capital Structure Solutions UK Limited, an affiliate entity of our sponsor ScION 2 Sponsor LLC purchased 2,000,000 units in the Initial Public Offering. On February 12, 2021, the Company paid a fixed underwriting discount of $6,500,000. The underwriters did not receive any underwriting discounts or commissions on the units purchased by OrION. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account (excluding the amount pertaining to the units purchased by OrION), or $11,375,000, upon the completion of the Company’s initial Business Combination.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 8 — Shareholders’ Equity Preference shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class, with each share entitling the holder to one vote, on any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the Company’s initial Business Combination, except as required by law; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, 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 connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the forward purchase shares but not the Forward Purchase Warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 9, 2022 Alex Triplett resigned as Chief Financial Officer of the Company. On March 15, 2022 the Board of Directors of the Company appointed Kunal Gullapalli to serve as the Company’s Chief Financial Officer.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company 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 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these statements is the determination of the fair value of the Public Warrant, Private Placement Warrant, and Forward Purchase Warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020.
Cash and Securities Held in Trust Account	Cash and Securities Held in Trust Account The Company holds Cash in the Trust Account. The Company’s assets held in the Trust Account are classified as held for trading. Held for trading assets are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on assets held in Trust Account in the accompanying statements of operations. The estimated fair values of assets held in Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company evaluated the warrants (which are discussed in Note 3, Note 4 and Note 8) in accordance with ASC 815-40 and concluded that a provision in its 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 815-40, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (the date of the IPO) and at each reporting date in accordance with FASB ASC Topic 820, “Fair Value Measurement”, with changes in fair value recognized in the Company’s statement of operations. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants and the Forward Purchase Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The fair value was initially estimated using a Monte Carlo Simulation approach (see Note 6)
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 that are related to the IPO. 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 were expensed, and offering costs associated with the Class A ordinary share were charged to the shareholders’ equity. As such, the Company recorded $17,889,437 of offering costs as a reduction of equity in connection with the sale of the Class A ordinary shares. The Company immediately expensed $483,829 of offering costs in connection with the Public Warrants that were classified as liabilities.
Ordinary Shares Subject to Possible Redemption	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’ equity. 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’ equity section of the Company’s balance sheet. In accordance with ASC 480-10-S99-3A(15), there are two alternative methods that an entity can apply when subsequently measuring redeemable public shares: 1. Remeasure the redeemable public shares to their redemption amount immediately as if the end of the first reporting period after the IPO was the redemption date. 2. Accrete changes in the difference between the initial carrying amount and the redemption amount from the IPO date to the redemption date. The Company has decided to apply the first method above. As of December 31, 2021, the Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 345,000,000 Less: Proceeds allocated to Public Warrants (9,085,000 ) Class A ordinary shares issuance costs (17,889,437 ) Plus: Accretion of carrying value to redemption value 26,974,437 Class A ordinary shares subject to possible redemption $ 345,000,000
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 December 31, 2021 and 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 a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company applies the two-class method in calculating net loss per ordinary share. Basic loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Weighted average shares would have been reduced for the effect of an aggregate of 1,125,000 Class B shares that were subject to forfeiture if the over-allotment was not exercised by the underwriters which gives retroactive effect to the share recapitalization. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement in the calculation of diluted net loss per ordinary share, since the exercise of the warrants is contingent upon the occurrence of future events. On December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall 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 sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.
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 it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of ordinary shares reflected on the balance sheet are reconciled	Gross proceeds from IPO $ 345,000,000 Less: Proceeds allocated to Public Warrants (9,085,000 ) Class A ordinary shares issuance costs (17,889,437 ) Plus: Accretion of carrying value to redemption value 26,974,437 Class A ordinary shares subject to possible redemption $ 345,000,000
Schedule of basic and diluted net income per share	For the Year Ended For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 2,650,653 $ 739,613 $ — $ (2,961 ) Denominator: Weighted-average shares outstanding 30,435,616 8,492,466 — 7,500,000 Basic and diluted net income (loss) per share $ 0.09 $ 0.09 $ — $ (0.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of the Company’s assets and liabilities measured at fair value	December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 345,000,000 $ 345,000,000 $ — $ — $ 345,000,000 $ 345,000,000 $ — $ — Liabilities: Private Placement $ 3,560,001 $ — $ 3,560,001 $ — Forward Purchase Warrants $ 4,000,000 $ 4,000,000 Public Warrants 6,900,000 6,900,000 — — Warrant Liability $ 14,460,001 $ 6,900,000 $ 7,560,001 $ —
Schedule of fair value of initial measurement	Input February 9, Risk-free interest rate 0.61 % Expected term (years) 5.75 Expected volatility 15.0 % Exercise price $ 11.50
Schedule of change in fair value of derivative warrant liabilities	Derivative warrant liabilities at February 12, 2021 - Level 3 $ 19,165,001 Transfer of Public Warrants to Level 1 (April 5, 2021) (9,085,000 ) Transfer of Private Placement Warrants and Forward Purchase Warrants to Level 2 (September 30, 2021) (10,080,001 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ -

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Feb. 12, 2021	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Transaction costs		$ 18,373,266
Underwriting discount		6,500,000
Deferred underwriting discount		11,375,000
Other offering costs		$ 498,266
Initial business combination, description		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”).
Trust account per share (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Tax payable		100,000
Working capital		$ 890,042
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	34,500,000
Price per unit (in Dollars per share)	$ 10
Net proceeds	$ 345,000,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	4,500,000
Price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 345,000,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		5,933,334
Gross proceeds		$ 8,900,000
Price per warrant (in Dollars per share)		$ 1.5
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Offering costs		$ 25,000
Unsecured promissory note		$ 132,990

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2021USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Class B shares forfeiture (in Shares) | shares	1,125,000
Federal depository insurance coverage	$ 250,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	483,829
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 17,889,437

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected on the balance sheet are reconciled - Class A Ordinary Shares [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected on the balance sheet are reconciled [Line Items]
Gross proceeds from IPO	$ 345,000,000
Less:
Proceeds allocated to Public Warrants	(9,085,000)
Class A ordinary shares issuance costs	(17,889,437)
Plus:
Accretion of carrying value to redemption value	26,974,437
Class A ordinary shares subject to possible redemption	$ 345,000,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)		$ 2,650,653
Denominator:
Weighted-average shares outstanding		30,435,616
Basic and diluted net income (loss) per share		$ 0.09
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (2,961)	$ 739,613
Denominator:
Weighted-average shares outstanding	7,500,000	8,492,466
Basic and diluted net income (loss) per share	$ 0	$ 0.09

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Initial Public Offering (Details) [Line Items]
Warrant expire term	5 years
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units | shares	34,500,000
Issuance of underwriters | shares	4,500,000
Sales price	$ 10
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Share issued price	$ 11.5
Redemption of warrants, description	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants:   ●in whole and not in part;     ● at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and     ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share, subject to adjustment, for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Class A Ordinary Shares [Member] | Warrant [Member]
Initial Public Offering (Details) [Line Items]
Share issued price	$ 11.5
Description of sale of stock	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s initial shareholders or their affiliate, without taking into account any founder shares held by the Company’s initial shareholders 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 (including from such issuances, the IPO and the sale of the forward purchase units), and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, then 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 prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Redemption of warrants, description	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants:     ● in whole and not in part;     ● at a price of $0.10 per warrant; upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” (as defined below) of Class A ordinary shares except as otherwise described below; and       ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share, subject to adjustment, for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and   ●if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, subject to adjustment, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Private Placement (Details)

Private Placement (Details) - Private Placement [Member]	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate purchase of shares | shares	5,933,334
Price per warrant | $ / shares	$ 1.5
Aggregate purchase price | $	$ 8,900,000
Initial Business Combination [Member]
Private Placement (Details) [Line Items]
Percentage of public shares	100.00%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Feb. 12, 2021	Feb. 09, 2021
Related Party Transactions (Details) [Line Items]
Shares of subject to forfeiture (in Shares)				1,125,000
Initial shareholders transfer shares description		The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.
Accrued administrative amount		$ 107,048
Administrative service fee		Commencing on the Effective Date of the registration statement, the Company has agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, the Company has recorded $107,048 for the period from February 9, 2021 through December 31, 2021.
Sponsor agreed to loan			$ 300,000
Borrowed promissory note		$ 132,990
Working capital loans		$ 1,500,000
Price per warrant (in Dollars per share)		$ 1.5
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Shares consideration (in Shares)		5,933,334
Price per warrant (in Dollars per share)		$ 1.5
Aggregate amount					$ 300,000,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid	$ 25,000
Price per share (in Dollars per share)	$ 0.0001		$ 0.0001
Shares consideration (in Shares)	8,625,000
Forward Purchase Agreement [Member]
Related Party Transactions (Details) [Line Items]
Purchase units (in Shares)					10,000,000
Maximum purchase units (in Shares)					30,000,000
Price per warrant (in Dollars per share)					$ 10
Aggregate amount					$ 100,000,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid	$ 25,000
Price per share (in Dollars per share)	$ 0.003		$ 0.003
Shares of subject to forfeiture (in Shares)	1,125,000		1,125,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2021	Feb. 12, 2021
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants		$ 4,746,667
Purchase Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants		$ 5,333,334
Forward Purchase Agreement [Member]
Fair Value Measurements (Details) [Line Items]
Estimate for deriving warrants liability	$ 200,000,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of the company’s assets and liabilities measured at fair value	Dec. 31, 2021USD ($)
Assets:
Cash held in Trust Account	$ 345,000,000
Total warrant Liability	345,000,000
Liabilities:
Private Placement	3,560,001
Forward Purchase Warrants	4,000,000
Public Warrants	6,900,000
Warrant Liability	14,460,001
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account	345,000,000
Total warrant Liability	345,000,000
Liabilities:
Private Placement
Public Warrants	6,900,000
Warrant Liability	6,900,000
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account
Total warrant Liability
Liabilities:
Private Placement	3,560,001
Forward Purchase Warrants	4,000,000
Public Warrants
Warrant Liability	7,560,001
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account
Total warrant Liability
Liabilities:
Private Placement
Public Warrants
Warrant Liability

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of initial measurement	Feb. 09, 2021$ / shares
Schedule of fair value of initial measurement [Abstract]
Risk-free interest rate	0.61%
Expected term (years)	5 years 9 months
Expected volatility	15.00%
Exercise price (in Dollars per share)	$ 11.5

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities - Warrant [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities [Line Items]
Derivative warrant liabilities at February 12, 2021 - Level 3	$ 19,165,001
Derivative warrant liabilities at December 31, 2021 - Level 3
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities [Line Items]
Transfer of Public Warrants to Level 1 (April 5, 2021)	(9,085,000)
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities [Line Items]
Transfer of Private Placement Warrants and Forward Purchase Warrants to Level 2 (September 30, 2021)	$ (10,080,001)

Commitments (Details)

Commitments (Details)	Feb. 12, 2021USD ($)shares
Commitments (Details) [Line Items]
Additional units to cover over-allotment | shares	4,500,000
Underwriting discount | $	$ 6,500,000
Deferred underwriting discount percentage	3.50%
IPO [Member]
Commitments (Details) [Line Items]
Purchased units | shares	2,000,000
Gross proceeds | $	$ 11,375,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Feb. 12, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, authorized	2,000,000	2,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to forfeiture			1,125,000
Preference Shares [Member]
Shareholders' Equity (Details) [Line Items]
Preference shares, authorized		2,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001
Over-Allotment Option [Member]
Shareholders' Equity (Details) [Line Items]
Shares subject to forfeiture			1,125,000
Class A Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares, authorized	200,000,000	200,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares redemption value		34,500,000
Ordinary shares, issued
Ordinary shares, outstanding
Redemption trigger price description		In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the forward purchase shares but not the Forward Purchase Warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Amount of sponsor paid (in Dollars)	$ 25,000
Price per share (in Dollars per share)	$ 0.003
Offering costs	8,625,000
Shares subject to forfeiture	1,125,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000