Jaws Juggernaut Acquisition (JUGGW) 10-Q/A 25 Jan 22 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Jan. 25, 2022
Document Information Line Items
Entity Registrant Name	JAWS JUGGERNAUT ACQUISITION CORPORATION
Trading Symbol	JUGG
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1
 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are
 to Jaws Juggernaut Acquisition Corporation, unless the context otherwise indicates.This Amendment No. 1 (“Amendment No.
 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Jaws Juggernaut Acquisition Corporation,
 as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on
 November 12, 2021 (the “Original Filing”).The
 Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of its Class A
 ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering
 (“IPO”) on June 22, 2021. Since issuance in June 2021, the Company has considered the Class A ordinary shares subject to
 redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a
 redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company presented a portion of its Class
 A ordinary shares sold in its initial public offering as permanent equity to maintain shareholders’ equity greater than
 $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible
 assets of at least $5,000,001. After discussion and evaluation, the Company has concluded that all of its redeemable Class A
 ordinary shares should be classified as temporary equity regardless of the minimum net tangible assets required by the Company to
 complete its initial business combination. As a result, management noted an adjustment between temporary equity and permanent equity
 should be made.In connection with the change in presentation
 for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income
 and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings
 per share, which was similar to the two-class method.Previously, the Company determined the changes
 were not material to the Company’s previously issued financial statements and did not restate its financial statements. Instead,
 the Company revised its previously issued financial statements in Note 2 to its Q3 2021 Form 10-Q. Although the qualitative factors that
 management assessed tended to support a conclusion that the misstatements were not material, the qualitative and quantitative
 factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the
 misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements
 would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change,
 the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share
 is material quantitatively and it should restate its previously issued financial statements.Therefore, on January 11, 2022, the Company’s
 management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s
 previously issued revision to the Company’s unaudited interim financial statements for the quarterly period ended June 30, 2021
 included in the Company’s Q3 2021 Form 10-Q and Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included
 in the Company’s Q3 2021 10-Q (collectively, the “Affected Periods”), should be restated and should no longer be relied
 upon. As such, the Company has restated the financial statements and Note for the Affected Periods.The restatement does not have an impact on its
 cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).After re-evaluation, the Company’s management
 has concluded that a material weakness existed in the Company’s internal control over financial reporting relating to the Company’s
 accounting for complex financial instruments and that the Company’s disclosure controls and procedures were not effective. The
 Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and
 Procedures, contained herein.We are filing this Amendment No. 1 to amend and
 restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect
 the restatements:Part I, Item 1. Condensed
 Consolidated Financial StatementsPart I, Item 4 Controls and
 ProceduresPart II, Item 1A. Risk FactorsIn addition, the Company’s Chief Executive
 Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form
 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2).Except as described above, no other information
 included in the Original Filing is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment
 No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed
 Quarterly Report on Form 10-Q for the periods affected by the restatement. This Amendment No. 1 continues to describe the conditions
 as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures
 contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our
 filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001842609
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40512
Entity Tax Identification Number	98-1572844
Entity Address, Address Line One	1601 Washington Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	(305)
Local Phone Number	695-5500
Title of 12(b) Security	Class A ordinary shares
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		27,600,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,900,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 940,900
Prepaid expenses	971,800	19,891
Total current assets	1,912,700	19,891
Investments held in Trust Account	276,008,062
Deferred offering costs		25,000
Total assets	277,920,762	44,891
Current liabilities:
Accounts payable	586,742	25,000
Accrued expenses	357,903	25,000
Note payable - related party		5,563
Total current liabilities	944,645	55,563
Derivative warrant liabilities	12,685,400
Deferred underwriting commissions in connection with the initial public offering	9,660,000
Total liabilities	23,290,045	55,563
Commitments and Contingencies
Class A ordinary shares; 27,600,000 and 0 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020	276,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized at September 30, 2021 and December 31, 2020
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,900,000 and 1 share(s) issued and outstanding as of September 30, 2021 and December 31, 2020	690
Additional paid-in capital
Accumulated deficit	(21,369,973)	(10,672)
Total shareholders’ deficit	(21,369,283)	(10,672)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 277,920,762	$ 44,891

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares,shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	27,600,000	0
Ordinary shares subject to possible redemption price per share	10	10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	300,000,000	300,000,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	30,000,000	30,000,000
Ordinary shares, shares issued	6,900,000	1
Ordinary shares, shares outstanding	6,900,000	1

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Operating expenses:
General and administrative expenses	$ 503,231	$ 606,702
General and administrative expenses - Related Party	30,000	33,333
Loss from operations	(533,231)	(640,035)
Other income (expense):
Offering costs associated with derivative warrant liabilities		(760,608)
Income (loss) on investments in the Trust Account	19,334	8,062
Change in fair value of derivative warrant liabilities	8,314,800	8,176,800
Total other income (expense)	8,334,134	7,424,254
Net income	$ 7,800,903	$ 6,784,219
Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted (in Shares)	27,600,000	10,931,765
Weighted average number of Class B ordinary shares - basic (in Shares)	6,900,000	6,356,471
Weighted average number of Class B ordinary shares - diluted (in Shares)	6,900,000	6,900,000
Class A Ordinary Shares
Other income (expense):
Basic net income per share (in Dollars per share)	$ 0.23	$ 0.39
Class B Ordinary Shares
Other income (expense):
Diluted net income per share (in Dollars per share)	$ 0.23	$ 0.38

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes In Shareholders’ Deficit - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020				$ (10,672)	$ (10,672)
Balance (in Shares) at Dec. 31, 2020		1
Cancellation of Class B ordinary share
Cancellation of Class B ordinary share (in Shares)		(1)
Issuance of Class B ordinary shares and private placement warrants to Sponsor		$ 690	123,310		124,000
Issuance of Class B ordinary shares and private placement warrants to Sponsor (in Shares)		6,900,000
Net income (loss)				(13,308)	(13,308)
Balance at Mar. 31, 2021		$ 690	123,310	(23,980)	100,020
Balance (in Shares) at Mar. 31, 2021		6,900,000
Issuance of additional private placement warrants to Sponsor			13,800		13,800
Accretion of Class A ordinary shares subject to possible redemption amount			(137,110)	(28,143,520)	(28,280,630)
Net income (loss)				(1,003,376)	(1,003,376)
Balance at Jun. 30, 2021		$ 690		(29,170,876)	(29,170,186)
Balance (in Shares) at Jun. 30, 2021		6,900,000
Net income (loss)				7,800,903	7,800,903
Balance at Sep. 30, 2021		$ 690		$ (21,369,973)	$ (21,369,283)
Balance (in Shares) at Sep. 30, 2021		6,900,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 6,784,219
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by Sponsor under promissory note	375
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares and private placement warrants	25,000
Offering costs associated with derivative warrant liabilities	760,608
Income on investments held in the Trust Account	(8,062)
Change in fair value of derivative warrant liabilities	(8,176,800)
Changes in operating assets and liabilities:
Prepaid expenses	(71,792)
Accounts payable	(318,375)
Accrued expenses	287,903
Net cash used in operating activities	(716,924)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(276,000,000)
Net cash used in investing activities	(276,000,000)
Cash Flows from Financing Activities:
Cash proceeds from issuance of Class B ordinary shares and private placement	7,520,000
Proceeds received from initial public offering, gross	276,000,000
Reimbursement from underwriters	300,000
Repayment of note payable to related parties	(174,195)
Offering costs paid	(5,987,981)
Net cash provided by financing activities	277,657,824
Net change in cash	940,900
Cash - beginning of the period
Cash - end of the period	940,900
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	70,000
Offering costs paid by Sponsor under promissory note	168,257
Financing of insurance premiums	880,117
Deferred underwriting commissions	9,660,000
Accretion of Class A common stock subject to possible redemption	$ 28,143,520

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS JAWS Juggernaut Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 16, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from December 16, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Juggernaut Sponsor LLC, a Delaware limited liability company and an affiliate of JAWS Estates Capital (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 17, 2021. On June 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 3,600,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.6 million, of which approximately $761,000 was offering costs allocated to the derivate warrant liabilities, and approximately $9.7 million was for deferred underwriting commissions (see Note 5). Prior to the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,900,000 Class B ordinary shares and 3,760,000 private placement warrants (“Private Placement Warrants”) which generated gross proceeds to the Company of $7,545,000 (the “Private Placement”). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially at $10.00 per Public 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 tax obligations) divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares subject to possible redemption were recorded at redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 24 months from the closing of the Initial Public Offering, or June 22, 2023, to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its right to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $941,000 million in its operating bank account and working capital of approximately $968,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through contribution from the Sponsor in exchange for issuance of Founder Shares (as defined in Note 4) and Private Placement Warrants, and a loan from the Sponsor of approximately $174,000 under the Note (as defined in Note 4). The Company repaid the Note in full on June 23, 2021, at which date the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies (as restated)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)	NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on June 21, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company presented a portion of its Class A ordinary shares sold in its initial public offering as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. After discussion and evaluation, the Company has concluded that all of its redeemable Class A ordinary shares should be classified as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share pro rata between the the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and restate earnings per share. As such, the Company is reporting these restatements to those periods in this quarterly report. Impact of the Restatement The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 278,450,132 $ (1 ) $ 278,450,131 Total liabilities $ 31,620,317 $ 31,620,317 Class A ordinary shares subject to possible redemption 241,829,810 34,170,190 276,000,000 Class A ordinary shares 342 (342 ) - Class B ordinary shares 690 - 690 Additional paid-in capital 6,026,329 (6,026,329 ) - Accumulated deficit (1,027,356 ) (28,143,520 ) (29,170,876 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (34,170,191 ) $ (29,170,186 ) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 278,450,132 $ (1 ) $ 278,450,131 Shares of Class A ordinary shares subject to possible redemption 24,182,981 3,417,019 27,600,000 Shares of Class A non-redeemable ordinary share 3,417,019 (3,417,019 ) - The Company’s statements of changes in shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ deficit accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary share subject to possible redemption $ 242,066,480 $ (242,066,480 ) $ - Change in initial value of class a shares subject to possible redemption $ (236,670 ) $ 236,670 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Reported Adjustment As Adjusted Three months ended June 30, 2021 (unaudited) Net loss $ (1,003,376 ) $ - $ (1,003,376 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (24,870,330 ) 2,729,670 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding - Class B ordinary shares 6,089,011 - 6,089,011 Basic and diluted loss per share - Class B ordinary shares $ (0.16 ) $ 0.05 $ (0.11 ) Six months ended June 30, 2021 (unaudited) Net loss $ (1,016,684 ) $ - $ (1,016,684 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (26,066,667 ) 1,533,333 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.13 ) $ (0.13 ) Weighted average shares outstanding - Class B ordinary shares 6,049,693 - 6,049,693 Basic and diluted loss per share - Class B ordinary shares $ (0.17 ) $ 0.04 $ (0.13 ) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021, and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income or loss from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available; accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”). As of September 30, 2021, the fair value of the Public Warrants is based on their listed trading price and the fair value of the Private Placement Warrants is measured by reference to the listed trading price of the Public Warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Share were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. There were no Class A ordinary shares issued or outstanding at December 31, 2020. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 10,660,000 Class A ordinary shares since their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of the over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - basic $ 6,240,722 $ 1,560,181 $ 4,289,824 $ 2,494,395 Allocation of net income - diluted $ 6,240,722 $ 1,560,181 $ 4,159,066 $ 2,625,153 Denominator: Basic weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,356,471 Diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,900,000 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.39 $ 0.39 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.38 $ 0.38 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options ( ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering Disclosure [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING On June 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 3,600,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.6 million, of which approximately $761,000 were offering costs allocated to the derivative warrant liabilities and approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable Public Warrant. Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares and Private Placement Warrants On January 19, 2021, the Sponsor purchased 5,750,000 Class B ordinary shares (the “Founder Shares”) and 3,300,000 Private Placement Warrants for an aggregate purchase price of $6,625,000. On June 22, 2021, the Sponsor purchased 460,000 additional Private Placement Warrants, increasing the aggregate purchase price for the Class B ordinary shares and Private Placement Warrants to $7,545,000. In addition, on June 22, 2021, the Company effected a share dividend with respect to Class B ordinary shares, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture in the event that, and to the extent to which, the underwriter’s option to purchase additional Units was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on June 22, 2021; thus, these 900,000 Founder Shares were no longer subject to forfeiture. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note - Related Party On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $174,000 under the Note and repaid the Note in full on June 23, 2021, at which date the Note was terminated. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement to pay its Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing on the Company’s registration statement for the Initial Public Offering through the earlier of consummation of the initial Business Combination or the Company’s liquidation. For the three and nine months ended September 30, 2021, the Company incurred approximately $30,000 and $33,000, respectively, in such fees which is included in the condensed statement of operations as general and administrative fees - related party. As of September 30, 2021, there were no amounts payable for these fees. Due to Related Party As of December 31, 2020, the Sponsor paid $5,563 on behalf of the Company to cover certain general and administrative expenses. During the nine months ended September 30, 2021, the $5,563 due to related party balance was allocated to the Note which was executed on January 19, 2021. As of September 30, 2021, there was no amount due to related party as the Note was repaid.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 - COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment on June 22, 2021. The underwriter was entitled to an underwriting discount of $0.20 per Unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this unaudited condensed financial statements. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE WARRANT LIABILITIES	NOTE 6 - DERIVATIVE WARRANT LIABILITIES As of September 30, 2021, the Company had 6,900,000 Public Warrants and 3,760,000 Private Warrants outstanding. There were no warrants outstanding at December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant ● upon not less than 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 of the Class A ordinary shares except as otherwise described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash to settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Share Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the Private Placement Warrants and the Public Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be classified as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all shareholders) in the event of a tender offer.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Ordinary Shares Subject To Possible Redemption [Abstract]
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 7 – CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 27,600,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (13,455,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,825,630 ) Plus: Accretion of Class A ordinary shares subject to possible redemption amount 28,280,630 Class A ordinary shares subject to possible redemption $ 276,000,000

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 8 - SHAREHOLDERS’ DEFICIT Preference Shares - Class A Ordinary Shares - Class B Ordinary Shares - Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a 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 a Business Combination, 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 a 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value as of September 30, 2021: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 276,008,062 $ - $ - Liabilities: Derivative warrant liabilities $ 8,211,000 $ - $ - Derivative warrant liabilities $ - $ 4,474,400 $ - (1) Includes $398 of cash. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The Public Warrants began to be separately listed and traded in August 2021 resulting in the transfer of the valuation of the warrant liabilities from Level 3 measurements to Level 1 and Level 2 measurements. At September 30, 2021 the fair value of the Public Warrants is measured at their listed trading price, a Level 1 measurement and the fair value of the Private Warrants is measured by reference to the Public Warrant trading price, a Level 2 measurement. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. Level 1 assets include investments in U.S. Treasury Securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”). As of September 30, 2021, the fair value of the Public Warrants is based on their listed trading price and the fair value of the Private Placement Warrants is measured by reference to the listed trading price of the Public Warrants. The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Private Warrants January 19, 2021 6,501,000 Derivative warrant liabilities at March 31, 2021 (unaudited) 6,501,000 Issuance of Public and Private Warrant Liabilities 14,361,200 Change in Fair Value of warrant liabilities 138,000 Derivative warrant liabilities at June 30, 2021 (unaudited) 21,000,200 Transfer of Public Warrants to Level 1 measurement (13,593,000 ) Transfer of Private Warrants to Level 2 measurement (7,407,200 ) Derivative warrant liabilities at September 30, 2021 (unaudited) $ -

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based on this evaluation, other than described in this Note, and with respect to the restatements described in Note 2. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on June 21, 2021.
Revision to Previously Reported Financial Statements	Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company presented a portion of its Class A ordinary shares sold in its initial public offering as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. After discussion and evaluation, the Company has concluded that all of its redeemable Class A ordinary shares should be classified as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share pro rata between the the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and restate earnings per share. As such, the Company is reporting these restatements to those periods in this quarterly report.
Impact of the Restatement	Impact of the Restatement The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 278,450,132 $ (1 ) $ 278,450,131 Total liabilities $ 31,620,317 $ 31,620,317 Class A ordinary shares subject to possible redemption 241,829,810 34,170,190 276,000,000 Class A ordinary shares 342 (342 ) - Class B ordinary shares 690 - 690 Additional paid-in capital 6,026,329 (6,026,329 ) - Accumulated deficit (1,027,356 ) (28,143,520 ) (29,170,876 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (34,170,191 ) $ (29,170,186 ) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 278,450,132 $ (1 ) $ 278,450,131 Shares of Class A ordinary shares subject to possible redemption 24,182,981 3,417,019 27,600,000 Shares of Class A non-redeemable ordinary share 3,417,019 (3,417,019 ) - The Company’s statements of changes in shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ deficit accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary share subject to possible redemption $ 242,066,480 $ (242,066,480 ) $ - Change in initial value of class a shares subject to possible redemption $ (236,670 ) $ 236,670 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Reported Adjustment As Adjusted Three months ended June 30, 2021 (unaudited) Net loss $ (1,003,376 ) $ - $ (1,003,376 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (24,870,330 ) 2,729,670 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding - Class B ordinary shares 6,089,011 - 6,089,011 Basic and diluted loss per share - Class B ordinary shares $ (0.16 ) $ 0.05 $ (0.11 ) Six months ended June 30, 2021 (unaudited) Net loss $ (1,016,684 ) $ - $ (1,016,684 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (26,066,667 ) 1,533,333 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.13 ) $ (0.13 ) Weighted average shares outstanding - Class B ordinary shares 6,049,693 - 6,049,693 Basic and diluted loss per share - Class B ordinary shares $ (0.17 ) $ 0.04 $ (0.13 )
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 had no cash equivalents as of September 30, 2021, and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income or loss from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available; accordingly, the actual results could differ significantly from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Black-Scholes Option Pricing Method (the “BSM”). As of September 30, 2021, the fair value of the Public Warrants is based on their listed trading price and the fair value of the Private Placement Warrants is measured by reference to the listed trading price of the Public Warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Share were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. There were no Class A ordinary shares issued or outstanding at December 31, 2020. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021, or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 10,660,000 Class A ordinary shares since their exercise is contingent upon future events. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of the over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - basic $ 6,240,722 $ 1,560,181 $ 4,289,824 $ 2,494,395 Allocation of net income - diluted $ 6,240,722 $ 1,560,181 $ 4,159,066 $ 2,625,153 Denominator: Basic weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,356,471 Diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,900,000 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.39 $ 0.39 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.38 $ 0.38
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options ( ) and Derivatives and Hedging-Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of restatement of balance sheet	As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 278,450,132 $ (1 ) $ 278,450,131 Total liabilities $ 31,620,317 $ 31,620,317 Class A ordinary shares subject to possible redemption 241,829,810 34,170,190 276,000,000 Class A ordinary shares 342 (342 ) - Class B ordinary shares 690 - 690 Additional paid-in capital 6,026,329 (6,026,329 ) - Accumulated deficit (1,027,356 ) (28,143,520 ) (29,170,876 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (34,170,191 ) $ (29,170,186 ) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 278,450,132 $ (1 ) $ 278,450,131 Shares of Class A ordinary shares subject to possible redemption 24,182,981 3,417,019 27,600,000 Shares of Class A non-redeemable ordinary share 3,417,019 (3,417,019 ) -
Schedule of restatement of cash flow	Six months ended June 30, 2021 (unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary share subject to possible redemption $ 242,066,480 $ (242,066,480 ) $ - Change in initial value of class a shares subject to possible redemption $ (236,670 ) $ 236,670 $ -
Schedule of basic and diluted net income per share	Earnings (Loss) Per Share As Reported Adjustment As Adjusted Three months ended June 30, 2021 (unaudited) Net loss $ (1,003,376 ) $ - $ (1,003,376 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (24,870,330 ) 2,729,670 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding - Class B ordinary shares 6,089,011 - 6,089,011 Basic and diluted loss per share - Class B ordinary shares $ (0.16 ) $ 0.05 $ (0.11 ) Six months ended June 30, 2021 (unaudited) Net loss $ (1,016,684 ) $ - $ (1,016,684 ) Weighted average shares outstanding - Class A ordinary shares 27,600,000 (26,066,667 ) 1,533,333 Basic and diluted earnings per share - Class A ordinary shares $ 0.00 $ (0.13 ) $ (0.13 ) Weighted average shares outstanding - Class B ordinary shares 6,049,693 - 6,049,693 Basic and diluted loss per share - Class B ordinary shares $ (0.17 ) $ 0.04 $ (0.13 )
Schedule of basic and diluted net income per share	Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income - basic $ 6,240,722 $ 1,560,181 $ 4,289,824 $ 2,494,395 Allocation of net income - diluted $ 6,240,722 $ 1,560,181 $ 4,159,066 $ 2,625,153 Denominator: Basic weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,356,471 Diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 10,931,765 6,900,000 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.39 $ 0.39 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.38 $ 0.38

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Ordinary Shares Subject To Possible Redemption [Abstract]
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet	Gross proceeds $ 276,000,000 Less: Fair value of Public Warrants at issuance (13,455,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,825,630 ) Plus: Accretion of Class A ordinary shares subject to possible redemption amount 28,280,630 Class A ordinary shares subject to possible redemption $ 276,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value	Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 276,008,062 $ - $ - Liabilities: Derivative warrant liabilities $ 8,211,000 $ - $ - Derivative warrant liabilities $ - $ 4,474,400 $ -
Schedule of fair value of the derivative warrant liabilities	Derivative warrant liabilities at January 1, 2021 $ - Issuance of Private Warrants January 19, 2021 6,501,000 Derivative warrant liabilities at March 31, 2021 (unaudited) 6,501,000 Issuance of Public and Private Warrant Liabilities 14,361,200 Change in Fair Value of warrant liabilities 138,000 Derivative warrant liabilities at June 30, 2021 (unaudited) 21,000,200 Transfer of Public Warrants to Level 1 measurement (13,593,000 ) Transfer of Private Warrants to Level 2 measurement (7,407,200 ) Derivative warrant liabilities at September 30, 2021 (unaudited) $ -

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 22, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 276,000,000	$ 276,000,000
Incurring offering costs	15,600,000
Deferred underwriting commissions	761,000
Payments for underwriting expense	$ 9,700,000
Public offering shares, description		The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
Net tangible assets		$ 5,000,001
Redeem of public share percentage		100.00%
Trust account description		In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
Operating bank account value		$ 941,000
Working capital		$ 968,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price unit (in Dollars per share)		$ 10
Business combination, description		However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Sponsor LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		6,900,000
Loan from sponser		$ 174,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	27,600,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	276,000,000
Purchase of additional units (in Shares)	3,600,000
Share price (in Dollars per share)	$ 10
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		7,545,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net proceeds of sale of units		$ 276,000,000
Share price unit (in Dollars per share)		$ 10
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redeem of shares percentage		15.00%
Class B Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		3,760,000
Public Share [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proposed public offering units (in Shares)		10

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) [Line Items]
Net tangible assets	$ 5,000,001
Net tangible assets	5,000,001
Federal Depository insurance coverage	250,000
Class A ordinary shares
Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) [Line Items]
Permanent equity value	$ 5,000,000
Subject to possible redemption, shares (in Shares) | shares	27,600,000
Aggregate purchase of shares (in Shares) | shares	10,660,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) - Schedule of restatement of balance sheet	Sep. 30, 2021USD ($)
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 278,450,132
Total liabilities	31,620,317
Class A ordinary shares subject to possible redemption	241,829,810
Class A ordinary shares	342
Class B ordinary shares	690
Additional paid-in capital	6,026,329
Accumulated deficit	(1,027,356)
Total shareholders’ equity (deficit)	5,000,005
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	278,450,132
Shares of Class A ordinary shares subject to possible redemption	24,182,981
Shares of Class A non-redeemable ordinary share	3,417,019
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	(1)
Class A ordinary shares subject to possible redemption	34,170,190
Class A ordinary shares	(342)
Class B ordinary shares
Additional paid-in capital	(6,026,329)
Accumulated deficit	(28,143,520)
Total shareholders’ equity (deficit)	(34,170,191)
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	(1)
Shares of Class A ordinary shares subject to possible redemption	3,417,019
Shares of Class A non-redeemable ordinary share	(3,417,019)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	278,450,131
Total liabilities	31,620,317
Class A ordinary shares subject to possible redemption	276,000,000
Class A ordinary shares
Class B ordinary shares	690
Additional paid-in capital
Accumulated deficit	(29,170,876)
Total shareholders’ equity (deficit)	(29,170,186)
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	278,450,131
Shares of Class A ordinary shares subject to possible redemption	27,600,000
Shares of Class A non-redeemable ordinary share

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) - Schedule of restatement of cash flow	6 Months Ended
	Jun. 30, 2021USD ($)
As Reported [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary share subject to possible redemption	$ 242,066,480
Change in initial value of class a shares subject to possible redemption	(236,670)
Adjustment [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary share subject to possible redemption	(242,066,480)
Change in initial value of class a shares subject to possible redemption	236,670
As Restated [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary share subject to possible redemption
Change in initial value of class a shares subject to possible redemption

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) - Schedule of weighted average shares outstanding and basic and diluted earning per share - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (1,003,376)	$ (1,016,684)
Weighted average shares outstanding - Class A ordinary shares	27,600,000
Basic and diluted earnings per share - Class A ordinary shares	$ 0
Weighted average shares outstanding - Class B ordinary shares	6,089,011
Basic and diluted loss per share - Class B ordinary shares	$ (0.16)
As Reported [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class A ordinary shares		27,600,000
Basic and diluted earnings per share - Class A ordinary shares		$ 0
As Reported [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class B ordinary shares		6,049,693
Basic and diluted loss per share - Class B ordinary shares		$ (0.17)
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Net loss
Weighted average shares outstanding - Class A ordinary shares	(24,870,330)
Basic and diluted earnings per share - Class A ordinary shares	$ (0.11)
Weighted average shares outstanding - Class B ordinary shares
Basic and diluted loss per share - Class B ordinary shares	$ 0.05
Adjustment [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class A ordinary shares		(26,066,667)
Basic and diluted earnings per share - Class A ordinary shares		$ (0.13)
Adjustment [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class B ordinary shares
Basic and diluted loss per share - Class B ordinary shares		$ 0.04
As Adjusted [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (1,003,376)	$ (1,016,684)
Weighted average shares outstanding - Class A ordinary shares	2,729,670
Basic and diluted earnings per share - Class A ordinary shares	$ (0.11)
Weighted average shares outstanding - Class B ordinary shares	6,089,011
Basic and diluted loss per share - Class B ordinary shares	$ (0.11)
As Adjusted [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class A ordinary shares		1,533,333
Basic and diluted earnings per share - Class A ordinary shares		$ (0.13)
As Adjusted [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding - Class B ordinary shares		6,049,693
Basic and diluted loss per share - Class B ordinary shares		$ (0.13)

Basis of Presentation and Sum_7

Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Details) - Schedule of basic and diluted net income per share - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net income - basic	6,240,722	4,289,824
Allocation of net income - diluted	6,240,722	4,159,066
Denominator:
Basic weighted average ordinary shares outstanding	27,600,000	10,931,765
Diluted weighted average ordinary shares outstanding	27,600,000	10,931,765
Basic net income per ordinary share (in Dollars per share)	$ 0.23	$ 0.39
Diluted net income per ordinary share (in Dollars per share)	$ 0.23	$ 0.38
Class B [Member]
Numerator:
Allocation of net income - basic	1,560,181	2,494,395
Allocation of net income - diluted	1,560,181	2,625,153
Denominator:
Basic weighted average ordinary shares outstanding	6,900,000	6,356,471
Diluted weighted average ordinary shares outstanding	6,900,000	6,900,000
Basic net income per ordinary share (in Dollars per share)	$ 0.23	$ 0.39
Diluted net income per ordinary share (in Dollars per share)	$ 0.23	$ 0.38

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 22, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Offering costs	$ 15,600,000
Derivative warrant liabilities	761,000
Deferred underwriting commission	9,700,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units	$ 27,600,000
Gross proceeds (in Shares)	27,600,000
Initial public offering, description		Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable Public Warrant. Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional Units	$ 3,600,000
Purchase price per unit (in Dollars per share)	$ 10
Gross proceeds (in Shares)	276,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 22, 2021	Jan. 19, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Private placement warrants		$ 3,300,000
Shares forfeited (in Shares)	900,000
Issued outstanding percentage	20.00%
Founder shares no longer subject to forfeiture (in Shares)	900,000
Price per share (in Dollars per share)			$ 12	$ 12
Related party expenses		300,000
Borrowed amount		174,000
Working capital loan				$ 1,500,000
Warrant price, per share (in Dollars per share)			$ 2	$ 2
Office space rent			$ 10,000	$ 10,000
General and administrative expenses			$ 30,000	33,000	$ 5,563
Due to related party				$ 5,563
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants	$ 460,000
Aggregate purchases		6,625,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchases		$ 5,750,000
Aggregate shares outstanding (in Shares)	6,900,000
Shares forfeited (in Shares)	900,000
Founder shares no longer subject to forfeiture (in Shares)	900,000
Class B Ordinary Shares [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants	$ 7,545,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)			$ 11.5	$ 11.5

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Commitments and Contingencies (Details) [Line Items]
Stock per unit | $ / shares	$ 0.35
Deferred underwriting commission | $	$ 9.7
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Stock Issued During Period, Shares, Purchase of Assets | shares	3,600,000
Underwriting discount | $ / shares	$ 0.2
Aggregate amount payable | $	$ 5.5

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Derivative Warrant Liabilities (Details) [Line Items]
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 call the warrants for redemption (except as described with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and  ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).
Redemption of class A ordinary warrant 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 $0.10 per warrant   ●upon not less than 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 of the Class A ordinary shares except as otherwise described below;   ●if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and  ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Gross proceed percentage	60.00%
Warrant exercise price	$ 9.2
Fair market value percentage	115.00%
Redemption trigger price per share	$ 18
Higher market value percentage	180.00%
Redemption trigger price per share	$ 10
Public Warrant [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Private warrants outstanding (in Dollars) | $	$ 6,900,000
Private Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Private warrants outstanding (in Dollars) | $	$ 3,760,000
Business Combination [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Business combination share issue price	$ 9.2

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Vote rights	one
Shares outstanding	27,600,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet [Abstract]
Gross proceeds	$ 276,000,000
Less:
Fair value of Public Warrants at issuance	(13,455,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(14,825,630)
Plus:
Accretion of Class A ordinary shares subject to possible redemption amount	28,280,630
Class A ordinary shares subject to possible redemption	$ 276,000,000

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares	1 Months Ended	9 Months Ended
	Jun. 22, 2021	Sep. 30, 2021	Jan. 19, 2021	Dec. 31, 2020
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares authorized		1,000,000		1,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Forfeiture shares	900,000
Founder shares no longer subject to forfeiture	900,000
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized		300,000,000		300,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Ordinary shares, shares issued		27,600,000
Common stock, shares outstanding		27,600,000
Common stock, shares outstanding percentage		20.00%
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares, shares authorized		30,000,000		30,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Purchase of common shares			5,750,000
Ordinary shares, shares outstanding	6,900,000	6,900,000		1
Aggregate of ordinary shares outstanding	6,900,000
Forfeiture shares	900,000
Common stock, shares outstanding percentage	20.00%
Founder shares no longer subject to forfeiture	900,000
Ordinary shares, shares issued		6,900,000		1

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Sep. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Cash	$ 398

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value	9 Months Ended
	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$ 276,008,062	[1]
Liabilities:
Derivative warrant liabilities	8,211,000
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities		[1]
Liabilities:
Derivative warrant liabilities
Derivative warrant liabilities	4,474,400
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities		[1]
Liabilities:
Derivative warrant liabilities
Derivative warrant liabilities
[1]	Includes $398 of cash.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 30, 2021
Schedule of fair value of the derivative warrant liabilities [Abstract]
Derivative warrant liabilities at beginning	$ 21,000,200
Issuance of Public and Private Warrant Liabilities		$ 14,361,200
Change in Fair Value of warrant liabilities		138,000
Transfer of Public Warrants to Level 1 measurement	(13,593,000)
Transfer of Private Warrants to Level 2 measurement	(7,407,200)
Issuance of Private Warrants January, 2021			6,501,000
Derivative warrant liabilities at ending		$ 21,000,200	$ 6,501,000