Corsair Partnering (CORS) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-40285
Entity Registrant Name	CORSAIR PARTNERING CORP
Entity Central Index Key	0001842659
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	717 Fifth Avenue, 24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	244-9400
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001
Trading Symbol	CORS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		28,090,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CORS WS
Security Exchange Name	NYSE
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	CORS.U
Security Exchange Name	NYSE
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		250,000
Class F Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,404,500

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 1,054,230
Prepaid expenses	717,149
Total current assets	1,771,379
Investments held in Trust Account	280,928,228
Total Assets	282,699,607
Current liabilities:
Accounts payable	52,856
Accrued expenses	243,186
Total current liabilities	296,042
Derivative warrant liabilities	11,283,373
Deferred underwriting commissions in connection with the initial public offering	9,831,500
Total liabilities	21,410,915
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; $0.0001 par value; 28,090,000 shares at $10.00 per share	280,900,000
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(19,611,474)
Total shareholders' deficit	(19,611,308)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	282,699,607
Class A Ordinary Shares [Member]
Shareholders' Deficit:
Common shares - $0.0001 par value	0
Class B Ordinary Shares [Member]
Shareholders' Deficit:
Common shares - $0.0001 par value	25
Class F Ordinary Shares [Member]
Shareholders' Deficit:
Common shares - $0.0001 par value	$ 141

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical)	Sep. 30, 2021$ / sharesshares
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Common stock, subject to possible redemption (in shares)	28,090,000
Shareholders' Deficit:
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Ordinary Shares [Member]
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, subject to possible redemption (in shares)	28,090,000
Common stocks subject to possible redemption, redemption price (in dollars per share) | $ / shares	$ 10
Shareholders' Deficit:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	380,000,000
Class B Ordinary Shares [Member]
Shareholders' Deficit:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000
Common stock, shares issued (in shares)	250,000
Common stock, shares outstanding (in shares)	250,000
Class F Ordinary Shares [Member]
Shareholders' Deficit:
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000
Common stock, shares issued (in shares)	1,404,500
Common stock, shares outstanding (in shares)	1,404,500

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Loss from Operations [Abstract]
General and administrative expenses	$ 363,388	$ 408,005
Loss from operations	(363,388)	(408,005)
Other income (expenses):
Change in fair value of derivative warrant liabilities	3,102,820	3,102,820
Offering costs associated with derivative warrant liabilities	(535,399)	(535,399)
Income from investments held in Trust Account	28,228	28,228
Net income	$ 2,232,261	$ 2,187,644
Class A Ordinary Shares [Member]
Other income (expenses):
Weighted average number of ordinary shares outstanding, basic (in shares)	26,261,087	9,082,782
Weighted average number of ordinary shares outstanding, diluted (in shares)	26,261,087	9,082,782
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20
Class B Ordinary Shares [Member]
Other income (expenses):
Weighted average number of ordinary shares outstanding, basic (in shares)	250,000	250,000
Weighted average number of ordinary shares outstanding, diluted (in shares)	250,000	250,000
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20
Class F Ordinary Shares [Member]
Other income (expenses):
Weighted average number of ordinary shares outstanding, basic (in shares)	1,380,989	1,295,305
Weighted average number of ordinary shares outstanding, diluted (in shares)	1,404,500	1,404,500
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member]Class A Ordinary Shares [Member]	Ordinary Shares [Member]Class B Ordinary Shares [Member]	Ordinary Shares [Member]Class F Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member]Class A Ordinary Shares [Member]	Additional Paid-in Capital [Member]Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]Class F Ordinary Shares [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member]Class A Ordinary Shares [Member]	Accumulated Deficit [Member]Class B Ordinary Shares [Member]	Accumulated Deficit [Member]Class F Ordinary Shares [Member]	Total	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Class F Ordinary Shares [Member]
Beginning balance at Dec. 31, 2020	$ 0	$ 0	$ 0	$ 0				$ 0				$ 0
Beginning balance (in shares) at Dec. 31, 2020	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares to Sponsor		$ 25	$ 144			$ 18,725	$ 6,106			$ 0	$ 0			$ 18,750	$ 6,250
Issuance of ordinary shares to Sponsor (in shares)		250,000	1,437,500
Net loss	$ 0	$ 0	$ 0	0				(34,020)				(34,020)
Ending balance at Mar. 31, 2021	$ 0	$ 25	$ 144	24,831				(34,020)				(9,020)
Ending balance (in shares) at Mar. 31, 2021	0	250,000	1,437,500
Beginning balance at Dec. 31, 2020	$ 0	$ 0	$ 0	0				0				0
Beginning balance (in shares) at Dec. 31, 2020	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss												2,187,644
Ending balance at Sep. 30, 2021	$ 0	$ 25	$ 141	0				(19,611,474)				(19,611,308)
Ending balance (in shares) at Sep. 30, 2021	0	250,000	1,404,500
Beginning balance at Mar. 31, 2021	$ 0	$ 25	$ 144	24,831				(34,020)				(9,020)
Beginning balance (in shares) at Mar. 31, 2021	0	250,000	1,437,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	$ 0	0				(10,597)				(10,597)
Ending balance at Jun. 30, 2021	$ 0	$ 25	$ 144	24,831				(44,617)				(19,617)
Ending balance (in shares) at Jun. 30, 2021	0	250,000	1,437,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of cash received over fair value of private placement warrants	$ 0	$ 0	$ 0	2,814,240				0				2,814,240
Forfeiture of Class F ordinary shares			$ (3)				$ 3				$ 0				$ 0
Forfeiture of Class F ordinary shares (in shares)			(33,000)
Accretion of Class A ordinary shares subject to possible redemption amount					$ (2,839,074)				$ (21,799,118)				$ (24,638,192)
Net loss	0	0	$ 0	0				2,232,261				2,232,261
Ending balance at Sep. 30, 2021	$ 0	$ 25	$ 141	$ 0				$ (19,611,474)				$ (19,611,308)
Ending balance (in shares) at Sep. 30, 2021	0	250,000	1,404,500

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 2,187,644
Adjustments to reconcile net income to net cash from operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B and Class F ordinary shares	25,000
Offering costs associated with derivative warrant liabilities	535,399
Change in fair value of derivative warrant liabilities	(3,102,820)
Income from investments held in Trust Account	(28,228)
Changes in operating assets and liabilities:
Prepaid expenses	(717,150)
Accounts payable	22,856
Accrued expenses	158,186
Net cash used in operating activities	(919,113)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(280,900,000)
Net cash used in investing activities	(280,900,000)
Cash Flows from Financing Activities:
Loan proceeds received from related party	981,047
Repayment of loan to related party	(981,047)
Proceeds received from initial public offering, gross	280,900,000
Proceeds received from private placement	8,118,000
Offering costs paid	(6,144,657)
Net cash provided by financing activities	282,873,343
Net change in cash	1,054,230
Cash - beginning of the period	0
Cash - end of the period	1,054,230
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	30,000
Offering costs included in accrued expenses	85,000
Deferred underwriting commissions in connection with the initial public offering	$ 9,831,500

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Incorporation Corsair Partnering Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020 and commenced operations on January 1, 2021. Sponsor The Company’s sponsor is Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Sponsor”). On January 8, 2021, an affiliate of the Company temporarily subscribed for (a) 2,300,000 Founder Shares (as defined in Note 4) in exchange for a capital contribution of $ , or approximately $ per share and (b) Class B Performance Shares (as defined in Note 4) for a capital contribution of $ , or approximately $ per share and on January 21, 2021 (x) exchanged Founder Shares on a one for one basis for Performance Shares and (y) surrendered 157,500 Founder Shares. Such Founder Shares and Performance Shares were assigned to the Sponsor on January 28, 2021. On April 30, 2021, the Sponsor surrendered 575,000 Founder Shares for no consideration, such that there were 1,437,500 Founder Shares and 250,000 Performance Shares issued and outstanding (with up to Founder Shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). On July 15, 2021 the underwriter purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F ordinary shares on July 15, 2021 and there are 1,404,500 Class F ordinary shares outstanding as of September 30, 2021. Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (the “Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company has not generated revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering as described below, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Partnering Transaction. Furthermore, there is no assurance that the Company will be able to successfully complete a Partnering Transaction. Financing The registration statement for the Company’s Initial Public Offering was declared effective on June 30, On July the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at per Unit, generating gross proceeds of , and incurring offering costs of approximately , of which approximately and approximately was for deferred underwriting commissions (see Note and offering costs allocated to derivate warrant liabilities, respectively. On July the underwriters purchased an additional Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of per Unit, generating additional gross proceeds to the Company of million. The Company incurred additional offering cost of approximately $1.7 million in connection with the over-allotment, of which approximately $1.1 million was for deferred underwriting commissions and approximately $55,000 was offering costs allocated to derivative warrant liabilities. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million . In connection with the exercise of the over-allotment option on July 15, 2021, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $618,000 (see Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $250.0 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”), located in the United States and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Partnering Transaction and (ii) the distribution of the Trust Account as described below. The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the post-transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) Amended and Restated Memorandum and Articles of Association The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek shareholder approval of the Partnering Transaction at a meeting called for such purpose in connection with which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two two As a result, such ordinary shares subject to possible redemption were recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially at The Company will only have 24 months (or 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) from the closing of the Initial Public Offering to complete its initial Partnering Transaction (the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and shareholders do not approve an amendment to the Amended and Restated Memorandum and Articles of Association ten The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Shareholders”) entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to shareholders’ rights or pre-Partnering Transaction activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the Partnering Transaction within 24 months of the Partnering Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Partnering Transaction within the Partnering Period). Pursuant to the letter agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and /or search for a partner candidate company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $1,054,000 in its operating bank account and working capital of approximately $1.5 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from related parties to cover certain expenses on the Company’s behalf in exchange for issuance of Founder Shares and Performance Shares (as defined in Note 4), a loan from the Sponsor under the Note (as defined in Note 4) of approximately $231,000, and an advance from the Sponsor of $750,000 to be used in case the over-allotment option was exercised in full by the underwriters. The Company repaid the Note balance of approximately $231,000 on July 6, 2021. 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 Partnering Transaction, 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 Partnering Transaction 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 Partnering Transaction 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 Partnering Transaction.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the 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 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K filed by the Company with the SEC on July 2, 2021 and July 6, 2021, respectively. The Company had no activity for the period from December 29, 2020 (inception) through December 31, 2020. Accordingly, the balance sheet as of December 31, 2020 is not presented. Revision to 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 revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (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 provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering (including exercise of the over-allotment option) and in accordance with ASC 480. The change in the carrying value of the redeemable Class A ordinary shares at the Initial Public Offering resulted in a decrease of approximately $5.5 million in additional paid-in capital and an increase of approximately $19.4 million to accumulated deficit, as well as a reclassification of 2,490,637 Class A ordinary shares from permanent equity to temporary equity. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on July 12, 2021 will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. 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 held outside the Trust Account as of September 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, 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. 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 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in the Trust Account. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheets, primarily 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 in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with The Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions 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. 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 share 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 re-assessed at the end of each reporting period. 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 carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte-Carlo simulation model. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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, 28,090,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), 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. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three 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 (loss) per ordinary share 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 14,775,333 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three months ended September 30, 2021 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class F ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended September 30, 2021 For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic net income per common share: Numerator: Allocation of net income $ 2,101,729 $ 20,008 $ 110,523 $ 1,869,564 $ 51,459 $ 266,620 Denominator: Basic weighted average ordinary shares outstanding 26,261,087 250,000 1,380,989 9,082,782 250,000 1,295,305 Basic net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.21 $ 0.21 $ 0.21 For the Three Months Ended For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Diluted net income per common share: Numerator: Allocation of net income $ 2,099,959 $ 19,991 $ 112,310 $ 1,850,551 $ 50,936 $ 286,157 Denominator: Diluted weighted average ordinary shares outstanding 26,261,087 250,000 1,404,500 9,082,782 250,000 1,404,500 Diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.20 $ 0.20 $ 0.20 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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On July 6, 2021, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, of which approximately $8.8 million and approximately $481,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. Of the 25,000,000 Units sold in the Initial Public Offering, 1,000,000 Units with respect to which no underwriting discount is payable were purchased by certain parties . On July 15, 2021, the underwriters purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. The over-allotment units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30.9 million. The Company incurred additional offering cost of approximately $1.7 million in connection with the over-allotment, of which approximately $1.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third

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 Performance Shares On January 8, 2021, an affiliate of the Company paid for certain expenses on behalf of the Company (a) of $6,250 in exchange for 2,300,000 Class F ordinary shares (the “Founder Shares”), and (b) of $18,750 in exchange for 300,000 Class B ordinary shares (the “Performance Shares”). On January 21, 2021, such affiliate surrendered 157,500 Class F ordinary shares and exchanged 130,000 Class F ordinary shares for a corresponding number of Class B ordinary shares by way of repurchase of each Class F ordinary share at par and applying such repurchase consideration for the payment of the Class B ordinary shares. Such Founder Shares and Performance Shares were assigned to the Sponsor on January 28, 2021. On April 30, 2021 the Sponsor surrendered 575,000 Founder Shares for no consideration. Of the 1,437,500 Founder Shares then outstanding, up to 187,500 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of the Company’s outstanding ordinary share capital prior to the completion of the Partnering Transaction. On July 15, 2021, the underwriters purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F ordinary shares such that there are 1,404,500 Class F ordinary shares outstanding as of the date hereof. The Initial Shareholders agreed not to transfer, assign or sell (i) any of its Performance Shares except to any permitted transferees which will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, and (ii) any of its Class A ordinary shares deliverable upon conversion of the Performance Shares for 2 years following the completion of the Partnering Transaction. In connection with this arrangement, the Sponsor will also agree not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which the Company completes a liquidation, merger, share capital exchange or other similar transaction after the Partnering Transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering on July 6, 2021, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. In connection with the exercise of the over-allotment option on July 15, 2021, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $618,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Partnering Transaction within the Partnering Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Partnering Transaction. Related Party Loans On January 8, 2021, an affiliate of the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”). This loan was payable without interest upon the completion of the Initial Public Offering. As of June 30, 2021, the Company borrowed approximately $231,000 under the Note and repaid the Note in full on July 6, 2021. Subsequent to the repayment, the facility is no longer available to the Company. In addition, on July 1, 2021, the Company received an advance from the Sponsor of $750,000 to be used in case the over-allotment option was exercised in full by the underwriters. On July 15, 2021, in connection with the exercise of the Over-Allotment Option, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant generating proceeds of $618,000 and the remaining advance of $132,000 was returned to the Sponsor. In order to finance transaction costs in connection with a Partnering Transaction, 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 Partnering Transaction, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Partnering Transaction 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 Partnering Transaction, 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 Partnering Transaction entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On June 30, 2021, the Company entered into an agreement with the Sponsor providing that, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company may agree to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team $15,000 per month. $45,000 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021. In addition, the Sponsor, its executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partnering candidates and performing due diligence on suitable Partnering Transactions. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. As of September 30, 2021, the Company had approximately $44,000 in due to related party for such expense reimbursement, which is included in the accrued expenses in the condensed balance sheet.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 COMMITMENTS AND CONTINGENCIES Forward Purchase Agreement On June 30, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with affiliates of Corsair Capital LLC (the “Forward Purchasers”), pursuant to which the Forward Purchasers agreed to purchase in the aggregate, up to 10,000,000 Units, with each Unit consisting of one Class A ordinary share and one-third agreement for the initial Partnering Transaction, of their respective investment committees and the Forward Purchase Agreement contains customary closing conditions. The Forward Purchase Agreement is not a firm commitment by either party to the agreement. The proceeds from the sale of forward purchase securities, if any, may be used as part of the consideration to the sellers in the initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for working capital in the post-transaction company. Registration and Shareholder Rights The holders of the Founder Shares, Performance Shares, Forward Purchase Securities, Private Placement Warrants and private placement 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 private placement warrants may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares and the Performance Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Pursuant to the Forward Purchase Agreement, the Company expects to agree to use its reasonable best efforts (i) to file within 30 days after the closing of the initial Partnering Transaction a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Forward Purchasers or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 15, 2021, the underwriters purchased an additional 3,090,000 Units (the “Option Units”) pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,900,000. Except for the 1,000,000 Units purchased by certain parties in the Initial Public Offering, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate, paid upon the closing of the Initial Public Offering and exercise of the over-allotment option In addition, $0.35 per unit, or approximately $9.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Partnering Transaction, subject to the terms of the underwriting agreement.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	9 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract]
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 - 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 380,000,000 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 28,090,000 Class A ordinary shares outstanding 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 $ 280,900,000 Less: Fair value of Public Warrants at issuance (9,082,433 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (15,555,759 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 24,638,192 Class A ordinary shares subject to possible redemption $ 280,900,000

SHAREHOLDER'S DEFICIT

SHAREHOLDER'S DEFICIT	9 Months Ended
	Sep. 30, 2021
SHAREHOLDER'S DEFICIT [Abstract]
SHAREHOLDER'S DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares - Class F Ordinary Shares The Class F ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Partnering Transaction on a one-for-one basis, subject to adjustment, for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Partnering Transaction, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 5% of the total number of as-converted Class A ordinary shares outstanding after such conversion (including the forward purchase securities), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction; provided that such conversion of Founder Shares into Class A ordinary shares will never occur on a less than one-for-one basis. For so long as any Class F ordinary shares remain outstanding, the Company may not, without the prior vote or written consent of the holders of a majority of the Class F ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s Amended and Restated Memorandum and Articles of Association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class F ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class F ordinary shares may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class F ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Class F ordinary shares were present and voted. Class B Ordinary Shares On the last day of each fiscal year following the completion of a Partnering Transaction (and, with respect to any year in which the Company has a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such fiscal year), 25,000 Class B ordinary shares will automatically convert into Class A ordinary shares (“conversion shares”), as follows: • If the price per share of Class A ordinary shares has not exceeded $10.00 for 20 out of 30 consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 2,500 Class A ordinary shares. • If the price per share of Class A ordinary shares exceeded $10.00 for 20 out of any 30 consecutive trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of: o 20% of the increase in the price of one Class A share, year-over-year but in respect of the increase above the relevant “price threshold” (as defined below), multiplied by the number of Class A ordinary shares outstanding at the close of the Partnering Transaction, excluding those Class A ordinary shares received by the Sponsor through the Class F ordinary shares, divided by the annual volume weighted average price of Class A ordinary shares for such fiscal year (the “annual VWAP”) and o 2,500 Class A ordinary shares. • The increase in the price of Class A ordinary shares will be based on the annual VWAP for the relevant fiscal year, it being understood that with respect to the 10th fiscal year following the Partnering Transaction the conversion calculation [for the remaining 25,000 Performance Shares], the calculation described in the immediately preceding bullet will be based on the greater of (i) the annual VWAP for such fiscal year and (ii) the volume-weighted average price of Class A ordinary shares over the last 20 trading days for such fiscal year. For purposes of the foregoing calculations, the “price threshold” will initially equal $10.00 for the first fiscal year following completion of the Partnering Transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year. For so long as any Class B ordinary shares remain outstanding, including prior to the Partnering Transaction, in connection with the Partnering Transaction, or following the Partnering Transaction, the Company may not, without the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, (A) amend, alter or repeal any provision in the Company’s Amended and Restated Memorandum and Articles of Association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares, (B) change the Company’s fiscal year, (C) increase the number of directors on the board, (D) pay any dividends or effect any split on any of the Company’s capital stock, (E) adopt any shareholder rights plan, (F) acquire any entity or business with assets at a purchase price greater than 10% or more of the Company’s total assets or (G) issue any Class A ordinary shares in excess of 20% of the Company’s then outstanding Class A ordinary shares or that would otherwise require a shareholder vote pursuant to the rules of the stock exchange on which the Class A ordinary shares are then listed.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2021
WARRANTS [Abstract]
WARRANTS	NOTE 8 WARRANTS In connection with the Initial Public Offering and over-allotment, 9,363,333 Public Warrants and 5,412,000 Private Placement Warrants were issued as of September 30, 2021. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment, as discussed below, at any time commencing 30 days after the completion of a Partnering Transaction, provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Partnering Transaction, the Company will use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable 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 (60th) business day after the closing of the Partnering Transaction, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the Partnering Transaction, including the forward purchase shares, at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Partnering Transaction on the date of the consummation of the Partnering Transaction (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the Partnering Transaction (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 110% of the higher of the Market Value and the $15.00 redemption price trigger described below will be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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 may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant: • at any time while the warrants are exercisable, • upon a minimum of 30 days’ prior written notice of redemption, • if, and only if, the last sales price of the Class A ordinary shares equals or exceeds $15.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three • if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants commencing five If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the Partnering Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS [Text Block]	NOTE 9-FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 280,928,228 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,116,133 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 4,167,240 Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte Carlo simulation and of the Private Placement Warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. For the three months ended September 30, 2021 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021, the Company recognized gain on the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $3.1 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements input at their measurement dates: At initial issuance As of September 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.67 $ 9.85 Volatility 16.0 % 12.5 % Term (years) 5.5 5.5 Risk-free rate 0.89 % 1.06 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three months ended September 30, 2021 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 14,386,193 Transfer of Public Warrants to Level 1 (9,082,433 ) Change in fair value of derivative warrant liabilities (1,136,520 ) Derivative warrant liabilities at September 30, 2021 (unaudited) $ 4,167,240

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 condensed financial statements were issued. Based upon this review, except as noted above regarding the Initial Public Offering, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Policies)	9 Months Ended
	Sep. 30, 2021
ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
Fiscal Year End	Fiscal Year End The Company has selected December 31 as its fiscal year end.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SIGNIFICANT 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 only 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 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K filed by the Company with the SEC on July 2, 2021 and July 6, 2021, respectively. The Company had no activity for the period from December 29, 2020 (inception) through December 31, 2020. Accordingly, the balance sheet as of December 31, 2020 is not presented.
Revision to Previously Reported Financial Statements	Revision to 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 revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (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 provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering (including exercise of the over-allotment option) and in accordance with ASC 480. The change in the carrying value of the redeemable Class A ordinary shares at the Initial Public Offering resulted in a decrease of approximately $5.5 million in additional paid-in capital and an increase of approximately $19.4 million to accumulated deficit, as well as a reclassification of 2,490,637 Class A ordinary shares from permanent equity to temporary equity. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on July 12, 2021 will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.
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 held outside the Trust Account as of September 30, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, 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. 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 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000 and investments held in the Trust Account. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheets, primarily 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 in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with The Initial Public Offering	Offering Costs Associated with The Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions 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.
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 share 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 re-assessed at the end of each reporting period. 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 carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte-Carlo simulation model. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
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 Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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, 28,090,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), 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.
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three 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 (loss) per ordinary share 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 14,775,333 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three months ended September 30, 2021 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class F ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended September 30, 2021 For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic net income per common share: Numerator: Allocation of net income $ 2,101,729 $ 20,008 $ 110,523 $ 1,869,564 $ 51,459 $ 266,620 Denominator: Basic weighted average ordinary shares outstanding 26,261,087 250,000 1,380,989 9,082,782 250,000 1,295,305 Basic net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.21 $ 0.21 $ 0.21 For the Three Months Ended For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Diluted net income per common share: Numerator: Allocation of net income $ 2,099,959 $ 19,991 $ 112,310 $ 1,850,551 $ 50,936 $ 286,157 Denominator: Diluted weighted average ordinary shares outstanding 26,261,087 250,000 1,404,500 9,082,782 250,000 1,404,500 Diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.20 $ 0.20 $ 0.20
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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Reconciliation of Basic and Diluted Net Income (Loss) Per Share	The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: For the Three Months Ended September 30, 2021 For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Basic net income per common share: Numerator: Allocation of net income $ 2,101,729 $ 20,008 $ 110,523 $ 1,869,564 $ 51,459 $ 266,620 Denominator: Basic weighted average ordinary shares outstanding 26,261,087 250,000 1,380,989 9,082,782 250,000 1,295,305 Basic net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.21 $ 0.21 $ 0.21 For the Three Months Ended For The Period From January 1, 2021 (Commencement of Operations) through September 30, 2021 Class A Class B Class F Class A Class B Class F Diluted net income per common share: Numerator: Allocation of net income $ 2,099,959 $ 19,991 $ 112,310 $ 1,850,551 $ 50,936 $ 286,157 Denominator: Diluted weighted average ordinary shares outstanding 26,261,087 250,000 1,404,500 9,082,782 250,000 1,404,500 Diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.08 $ 0.20 $ 0.20 $ 0.20

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	9 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract]
Class A Ordinary Shares 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 $ 280,900,000 Less: Fair value of Public Warrants at issuance (9,082,433 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (15,555,759 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 24,638,192 Class A ordinary shares subject to possible redemption $ 280,900,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS [Abstract]
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 280,928,228 $ - $ - Liabilities: Derivative warrant liabilities - Public warrants $ 7,116,133 $ - $ - Derivative warrant liabilities - Private placement warrants $ - $ - $ 4,167,240
Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements input at their measurement dates: At initial issuance As of September 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.67 $ 9.85 Volatility 16.0 % 12.5 % Term (years) 5.5 5.5 Risk-free rate 0.89 % 1.06 % Dividend yield 0.0 % 0.0 %
Change in Fair Value of Derivative Warrant Liabilities	The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the three months ended September 30, 2021 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 14,386,193 Transfer of Public Warrants to Level 1 (9,082,433 ) Change in fair value of derivative warrant liabilities (1,136,520 ) Derivative warrant liabilities at September 30, 2021 (unaudited) $ 4,167,240

ORGANIZATION AND BUSINESS OPE_3

ORGANIZATION AND BUSINESS OPERATIONS, Sponsor, Business Purpose, Financing and Trust Account (Details)	Jul. 15, 2021USD ($)$ / sharesshares	Jul. 06, 2021USD ($)$ / sharesshares	Jan. 08, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)Business$ / sharesshares	Jan. 21, 2021
Organization and Business Operations [Abstract]
Gross proceeds from initial public offering | $					$ 280,900,000
Deferred underwriting commissions | $	$ 9,800,000
Offering costs allocated to derivate warrant liabilities | $	$ 55,000	$ 480,000		$ 535,399	535,399
Net proceeds deposited into trust account | $					$ 280,900,000
Percentage of Public Shares that would not be redeemed if Partnering Transaction is not completed within Initial Partnering Period					100.00%
Period to deposit in Trust Account prior to consummation of initial partnering transaction on redemption of shares					2 days
Period to deposit In Trust Account prior to commencement of tender offer on sale of shares					2 days
Net tangible asset threshold for redeeming Public Shares | $				5,000,001	$ 5,000,001
Period to complete Partnering Transaction from closing of Proposed Offering					24 months
Period To complete Partnering Transaction from closing of Proposed Offering if executed definitive agreement within period					27 months
Period to redeem Public Shares if Partnering Transaction is not completed within Partnering Period					10 days
Minimum [Member]
Organization and Business Operations [Abstract]
Number of operating businesses included in initial Partnering Transaction | Business					1
Fair market value as percentage of net assets held in Trust Account included in initial partnering transaction					80.00%
Post-transaction ownership percentage of the partner candidate					50.00%
Maximum [Member]
Organization and Business Operations [Abstract]
Interest from Trust Account that can be withdrawn to pay dissolution expenses | $				$ 100,000	$ 100,000
Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares		$ 1.50
Warrants issued (in shares)		5,000,000			5,412,000
Gross proceeds from issuance of warrants | $		$ 7,500,000
Class F Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Common stock, shares issued (in shares)				1,404,500	1,404,500
Common stock, shares outstanding (in shares)				1,404,500	1,404,500
Initial Public Offering [Member]
Organization and Business Operations [Abstract]
Capital contribution | $					$ 25,000
Share price (in dollars per share) | $ / shares		$ 10
Units issued (in shares)		25,000,000
Gross proceeds from initial public offering | $		$ 250,000,000			$ 280,900,000
Offering costs | $		14,400,000
Deferred underwriting commissions | $		$ 8,800,000
Initial Public Offering [Member] | Minimum [Member]
Organization and Business Operations [Abstract]
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares					$ 10
Initial Public Offering [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Net proceeds deposited into trust account | $					$ 250,000,000
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares				$ 10	$ 10
Over-Allotment Option [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares	$ 10
Units issued (in shares)	3,090,000
Gross proceeds from initial public offering | $	$ 30,900,000
Offering costs | $	1,700,000
Deferred underwriting commissions | $	$ 1,100,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares	$ 1.50
Warrants issued (in shares)	412,000
Gross proceeds from issuance of warrants | $	$ 618,000
Over-Allotment Option [Member] | Class F Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Units issued (in shares)	3,090,000
Sponsor [Member] | Maximum [Member]
Organization and Business Operations [Abstract]
Common stock, subject to forfeiture (in shares)				187,500	187,500
Sponsor [Member] | Performance Shares [Member]
Organization and Business Operations [Abstract]
Shares issued (in shares)			120,000
Capital contribution | $			$ 18,750
Share price (in dollars per share) | $ / shares			$ 0.0750
Common stock, shares issued (in shares)				250,000	250,000
Common stock, shares outstanding (in shares)				250,000	250,000
Sponsor [Member] | Class F Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Common stock, subject to forfeiture (in shares)	33,000
Ordinary shares outstanding (in shares)	1,404,500
Sponsor [Member] | Founder Shares [Member]
Organization and Business Operations [Abstract]
Shares issued (in shares)			2,300,000
Share price (in dollars per share) | $ / shares			$ 0.003
Common stock, conversion ratio						1
Common stock, shares issued (in shares)				1,437,500	1,437,500
Sponsor [Member] | Over-Allotment Option [Member]
Organization and Business Operations [Abstract]
Units issued (in shares)	3,090,000
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares	$ 1.50
Warrants issued (in shares)	412,000
Gross proceeds from issuance of warrants | $	$ 618,000
Sponsor [Member] | Over-Allotment Option [Member] | Class F Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Common stock, shares outstanding (in shares)	1,404,500
Common stock, subject to forfeiture (in shares)	33,000

ORGANIZATION AND BUSINESS OPE_4

ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details) - USD ($)	Jul. 06, 2021	Sep. 30, 2021
Liquidity and Capital Resources [Abstract]
Cash at bank		$ 1,054,230
Loan from sponsor		981,047
Repayment of loan from sponsor		981,047
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Loan from sponsor		231,000
Advance from sponsor		750,000
Repayment of loan from sponsor	$ 231,000
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Liquidity and Capital Resources [Abstract]
Working capital		(1,500,000)
Working capital loan outstanding amount		0
Initial Public Offering [Member]
Liquidity and Capital Resources [Abstract]
Capital contribution		$ 25,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES, Revision to Previously Reported Financial Statements (Details)	Sep. 30, 2021USD ($)shares
Revision to Previously Reported Financial Statements [Abstract]
Net tangible asset threshold for redeeming Public Shares	$ 5,000,001
Decrease in additional paid-in capital	0
Increase in accumulated deficit	$ (19,611,474)
Reclassification Class A ordinary shares from permanent equity to temporary equity (in shares) | shares	28,090,000
Class A Ordinary Shares [Member]
Revision to Previously Reported Financial Statements [Abstract]
Reclassification Class A ordinary shares from permanent equity to temporary equity (in shares) | shares	28,090,000
Previously Reported [Member]
Revision to Previously Reported Financial Statements [Abstract]
Net tangible asset threshold for redeeming Public Shares	$ 5,000,001
Decrease in additional paid-in capital	(5,500,000)
Increase in accumulated deficit	$ 19,400,000
Previously Reported [Member] | Class A Ordinary Shares [Member]
Revision to Previously Reported Financial Statements [Abstract]
Reclassification Class A ordinary shares from permanent equity to temporary equity (in shares) | shares	2,490,637

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares Subject to Possible Redemption (Details)	Sep. 30, 2021shares
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)	28,090,000

SIGNIFICANT ACCOUNTING POLICI_7

SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Ordinary Shares [Member]
Numerator [Abstract]
Allocation of net income	$ 2,101,729	$ 1,869,564
Denominator [Abstract]
Basic weighted average ordinary shares outstanding (in shares)	26,261,087	9,082,782
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Numerator [Abstract]
Allocation of net income	$ 2,099,959	$ 1,850,551
Denominator [Abstract]
Diluted weighted average ordinary shares outstanding (in shares)	26,261,087	9,082,782
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20
Class B Ordinary Shares [Member]
Numerator [Abstract]
Allocation of net income	$ 20,008	$ 51,459
Denominator [Abstract]
Basic weighted average ordinary shares outstanding (in shares)	250,000	250,000
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Numerator [Abstract]
Allocation of net income	$ 19,991	$ 50,936
Denominator [Abstract]
Diluted weighted average ordinary shares outstanding (in shares)	250,000	250,000
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20
Class F Ordinary Shares [Member]
Numerator [Abstract]
Allocation of net income	$ 110,523	$ 266,620
Denominator [Abstract]
Basic weighted average ordinary shares outstanding (in shares)	1,380,989	1,295,305
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.21
Numerator [Abstract]
Allocation of net income	$ 112,310	$ 286,157
Denominator [Abstract]
Diluted weighted average ordinary shares outstanding (in shares)	1,404,500	1,404,500
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.20
Warrants [Member]
Net Income Per Ordinary Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)		14,775,333

SIGNIFICANT ACCOUNTING POLICI_8

SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details)	Sep. 30, 2021USD ($)
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0
Accrued interest and penalties	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Jul. 15, 2021	Jul. 06, 2021	Sep. 30, 2021
Initial Public Offering [Abstract]
Gross proceeds from initial public offering			$ 280,900,000
Deferred underwriting commissions	$ 9,800,000
Public Warrant [Member]
Initial Public Offering [Abstract]
Number of securities included in each Unit (in shares)		0.33
Exercise price of warrant (in dollars per share)		$ 11.50
Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities included in each Unit (in shares)		1
Number of shares to be issued upon exercise of warrant (in shares)		1	1
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		25,000,000
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering		$ 250,000,000	$ 280,900,000
Offering costs		14,400,000
Deferred underwriting commissions		$ 8,800,000
Units with no underwriting discount (in shares)		1,000,000
Initial Public Offering [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Deferred offering costs		$ 481,000
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,090,000
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering	$ 30,900,000
Offering costs	1,700,000
Deferred underwriting commissions	$ 1,100,000

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares and Performance Shares (Details) - USD ($)	Jul. 15, 2021	Jan. 08, 2021	Sep. 30, 2021	Apr. 30, 2021	Jan. 21, 2021
Class A Ordinary Shares [Member] | Minimum [Member]
Founder Shares [Abstract]
Period after Partnering Transaction			180 days
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)			250,000
Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)			1,404,500
Founder Shares [Member] | Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Number of shares surrendered (in shares)					157,500
Number of common stock shares exchanged (in shares)					130,000
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Founder shares as a percentage of outstanding shares prior to completion of Partnering Transaction				20.00%
Sponsor [Member] | Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock, subject to forfeiture (in shares)	33,000
Sponsor [Member] | Founder Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 6,250
Number of shares surrendered (in shares)				575,000	157,500
Common stock, consideration surrendered				$ 0
Number of common stock shares exchanged (in shares)					130,000
Common stock, shares outstanding (in shares)			1,437,500
Sponsor [Member] | Founder Shares [Member] | Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 6,250
Issuance of ordinary shares to Sponsor (in shares)		2,300,000
Number of shares surrendered (in shares)				575,000
Common stock, consideration surrendered				$ 0
Common stock, shares outstanding (in shares)			1,437,500
Common stock, subject to forfeiture (in shares)			187,500
Sponsor [Member] | Performance Shares [Member] | Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares			2 years
Sponsor [Member] | Performance Shares [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 18,750
Issuance of ordinary shares to Sponsor (in shares)		300,000
Over-Allotment Option [Member]
Founder Shares [Abstract]
Units issued (in shares)	3,090,000
Over-Allotment Option [Member] | Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Units issued (in shares)	3,090,000
Over-Allotment Option [Member] | Sponsor [Member]
Founder Shares [Abstract]
Units issued (in shares)	3,090,000
Over-Allotment Option [Member] | Sponsor [Member] | Class F Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)	1,404,500
Common stock, subject to forfeiture (in shares)	33,000

RELATED PARTY TRANSACTIONS, Pri

RELATED PARTY TRANSACTIONS, Private Placement Warrants (Details) - USD ($)	Jul. 15, 2021	Jul. 06, 2021	Sep. 30, 2021
Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)		5,000,000	5,412,000
Share price (in dollars per share)		$ 1.50
Gross proceeds from issuance of warrants		$ 7,500,000
Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of shares to be issued upon exercise of warrant (in shares)		1	1
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Number of shares to be issued upon exercise of warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.50
Holding period for transfer, assignment or sale of warrants			30 days
Over-Allotment Option [Member]
Private Placement [Abstract]
Share price (in dollars per share)	$ 10
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	412,000
Share price (in dollars per share)	$ 1.50
Gross proceeds from issuance of warrants	$ 618,000

RELATED PARTY TRANSACTIONS, Rel

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($)	Jul. 15, 2021	Jul. 06, 2021	Jul. 01, 2021	Jan. 08, 2021	Sep. 30, 2021
Related Party Loans [Abstract]
Loan proceeds received from related party					$ 981,047
Repayments of debt					$ 981,047
Private Placement Warrants [Member]
Related Party Loans [Abstract]
Warrants issued (in shares)		5,000,000			5,412,000
Share price (in dollars per share)		$ 1.50
Gross proceeds from issuance of warrants		$ 7,500,000
Over-Allotment Option [Member]
Related Party Loans [Abstract]
Share price (in dollars per share)	$ 10
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Related Party Loans [Abstract]
Warrants issued (in shares)	412,000
Share price (in dollars per share)	$ 1.50
Gross proceeds from issuance of warrants	$ 618,000
Sponsor [Member]
Related Party Loans [Abstract]
Loan commitment amount					$ 750,000
Loan proceeds received from related party					231,000
Repayments of debt		231,000
Sponsor [Member] | Promissory Note [Member]
Related Party Loans [Abstract]
Loan commitment amount				$ 300,000
Loan proceeds received from related party					231,000
Repayments of debt		$ 231,000
Sponsor [Member] | Over-Allotment Option [Member]
Related Party Loans [Abstract]
Repayments of debt	$ 132,000
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]
Related Party Loans [Abstract]
Warrants issued (in shares)	412,000
Share price (in dollars per share)	$ 1.50
Gross proceeds from issuance of warrants	$ 618,000
Sponsor [Member] | Over-Allotment Option [Member] | Advance [Member]
Related Party Loans [Abstract]
Loan commitment amount			$ 750,000
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Loans [Abstract]
Borrowings outstanding					$ 0
Share price (in dollars per share)					$ 1.50
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member]
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion					$ 1,500,000

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member]	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Financial Advisory Services [Abstract]
Related party transaction amount		$ 750,000
Administrative Services Agreement [Member]
Financial Advisory Services [Abstract]
Related party transaction amount		15,000
Fees incurred and paid	$ 45,000	45,000
Due to related parties	$ 44,000	$ 44,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Jul. 15, 2021USD ($)$ / sharesshares	Jul. 06, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)Demand$ / sharesshares
Registration and Shareholder Rights [Abstract]
Number of days to file registration statement			30 days
Period for registration statement to become effective			60 days
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments			45 days
Additional Units that can be purchased to cover over-allotments (in shares) | shares	3,090,000
Gross proceeds from initial public offering | $			$ 280,900,000
Underwriting discount (in dollars per share)	$ 0.20
Underwriting discount | $	$ 5,400,000
Deferred underwriting commissions per Unit (in dollars per share)	$ 0.35
Deferred underwriting commissions | $	$ 9,800,000
Maximum [Member]
Registration and Shareholder Rights [Abstract]
Number of demands eligible security holder can make | Demand			3
Underwriting Agreement [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares) | shares			3,750,000
Public Warrant [Member]
Forward Purchase Agreement [Abstract]
Number of securities included in each Unit (in shares) | shares		0.33
Exercise price of warrant (in dollars per share)		$ 11.50
Class A Ordinary Shares [Member]
Forward Purchase Agreement [Abstract]
Number of securities included in each Unit (in shares) | shares		1
Number of shares to be issued upon exercise of warrant (in shares) | shares		1	1
Class A Ordinary Shares [Member] | Maximum [Member]
Forward Purchase Agreement [Abstract]
Exercise price of warrant (in dollars per share)			$ 15
Forward Purchase Agreement [Member] | Maximum [Member]
Forward Purchase Agreement [Abstract]
Units proposed to be issued (in shares) | shares			10,000,000
Forward Purchase Agreement [Member] | Public Warrant [Member]
Forward Purchase Agreement [Abstract]
Number of securities included in each Unit (in shares) | shares			0.33
Forward Purchase Agreement [Member] | Class A Ordinary Shares [Member]
Forward Purchase Agreement [Abstract]
Number of securities included in each Unit (in shares) | shares			1
Number of shares to be issued upon exercise of warrant (in shares) | shares			1
Exercise price of warrant (in dollars per share)			$ 11.50
Share price (in dollars per share)			10
Underwriting Agreement [Abstract]
Share price (in dollars per share)			$ 10
Initial Public Offering [Member]
Forward Purchase Agreement [Abstract]
Share price (in dollars per share)		$ 10
Underwriting Agreement [Abstract]
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering | $		$ 250,000,000	$ 280,900,000
Units with no underwriting discount (in shares) | shares		1,000,000
Deferred underwriting commissions | $		$ 8,800,000
Over-Allotment Option [Member]
Forward Purchase Agreement [Abstract]
Share price (in dollars per share)	$ 10
Underwriting Agreement [Abstract]
Share price (in dollars per share)	$ 10
Gross proceeds from initial public offering | $	$ 30,900,000
Deferred underwriting commissions | $	$ 1,100,000

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	Jul. 06, 2021	Sep. 30, 2021
Common Stock Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)		28,090,000
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds		$ 280,900,000
Offering costs allocated to Class A ordinary shares to possible redemption		(6,144,657)
Class A ordinary shares subject to possible redemption		$ 280,900,000
Class A Ordinary Shares [Member]
Common Stock Subject to Possible Redemption [Abstract]
Common stock, shares authorized (in shares)		380,000,000
Common stock, par value (in dollars per share)		$ 0.0001
Voting right per share		one vote
Class A ordinary shares subject to possible redemption (in shares)		28,090,000
Initial Public Offering [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds	$ 250,000,000	$ 280,900,000
Accretion on Class A ordinary shares subject to possible redemption amount		24,638,192
Class A ordinary shares subject to possible redemption		280,900,000
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Offering costs allocated to Class A ordinary shares to possible redemption		(15,555,759)
Initial Public Offering [Member] | Public Warrants [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Fair value of Public Warrants at issuance		$ (9,082,433)

SHAREHOLDER'S DEFICIT (Details)

SHAREHOLDER'S DEFICIT (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Common stock, subject to possible redemption (in shares)	28,090,000
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Minimum [Member]
Stockholders' Equity [Abstract]
Threshold consecutive trading days	30 days
Percentage of purchase price	10.00%
Class A Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	380,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, issued subject to possible redemption (in shares)	28,090,000
Common stock, subject to possible redemption (in shares)	28,090,000
Share price (in dollars per share) | $ / shares	$ 10
Threshold trading days	20 days
Number of shares converted if price per share does not exceed $10.00 (in shares)	2,500
Percentage of increase in price of one share if price per share exceeds $10.00	20.00%
Number of shares converted if price per share exceeds $10.00 (in shares)	2,500
Number of performance shares remaining (in shares)	25,000
Percentage of share issuance	20.00%
Class F Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	50,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued (in shares)	1,404,500
Common stock, shares outstanding (in shares)	1,404,500
Percentage of converted basis	5.00%
Class B Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	1,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued (in shares)	250,000
Common stock, shares outstanding (in shares)	250,000
Number of share automatically converted into Class A ordinary shares (in shares)	25,000

WARRANTS (Details)

WARRANTS (Details) - $ / shares	Jul. 06, 2021	Sep. 30, 2021
Warrants [Abstract]
Fractional warrants issued (in shares)		0
Period to exercise warrants after partnering transaction		30 days
Period to file registration statement after initial partnering transaction		15 days
Period for registration statement to become effective		60 days
Threshold trading days		20 days
Number of business days ending		3 days
Threshold consecutive trading days		30 days
Minimum [Member]
Warrants [Abstract]
Threshold consecutive trading days		30 days
Class A Ordinary Shares [Member]
Warrants [Abstract]
Number of shares to be issued upon exercise of warrant (in shares)	1	1
Period to file registration statement after initial partnering transaction		5 days
Share price (in dollars per share)		$ 10
Notice period to redeem warrants		30 days
Threshold trading days		20 days
Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Exercise price of warrant (in dollars per share)		$ 15
Public Warrants [Member]
Warrants [Abstract]
Warrants Issued (in shares)		9,363,333
Exercise price of warrant (in dollars per share)		$ 11.50
Expiration period of warrants		5 years
Warrant redemption price (in dollars per share)		$ 0.01
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants Issued (in shares)	5,000,000	5,412,000
Limitation period to transfer, assign or sell warrants		30 days
Private Placement Warrants [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Number of shares to be issued upon exercise of warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds		60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price		20 days
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price		110.00%
Warrant redemption trigger price (in dollars per share)		$ 15
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price		180.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)		$ 9.20

FAIR VALUE MEASUREMENTS, Financ

FAIR VALUE MEASUREMENTS, Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Liabilities:
Transfers level from 1 to level 2	$ 0	$ 0
Transfers from level 2 to level 1	0	0
Transfers into level 3	0
Transfers out of level 3	0
Change in the fair value of derivative warrant liabilities	3,102,820	3,102,820
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	280,928,228	280,928,228
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	7,116,133	7,116,133
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 4,167,240	$ 4,167,240

FAIR VALUE MEASUREMENTS, Level

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details) - Warrant [Member]	Sep. 30, 2021	Dec. 31, 2020
Valuation Technique and Input, Description [Abstract]
Measurement Term	5 years 6 months	5 years 6 months
Exercise Price [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	11.50	11.50
Stock Price [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	9.85	9.67
Volatility [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0.125	0.160
Risk-free Rate [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0.0106	0.0089
Dividend Yield [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input	0	0

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Change in Fair Value of Derivative Warrant Liabilities (Details) - Warrant liabilities [Member]	9 Months Ended
	Sep. 30, 2021USD ($)
Change in Fair Value of Derivative Liabilities, Measured Using Level 3 [Roll Forward]
Derivative warrant liabilities at January 1, 2021	$ 0
Issuance of Public and Private Warrants	14,386,193
Transfer of Public Warrants to Level 1	(9,082,433)
Change in fair value of derivative warrant liabilities	(1,136,520)
Derivative warrant liabilities at September 30, 2021 (unaudited)	$ 4,167,240