Virgin Orbit (VORBQ) S-4/A 3 Dec 21 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2021
Document Information Line Items
Entity Registrant Name	NextGen Acquisition Corp. II
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001843388
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet (Unaudited)	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 3,152
Prepaid expenses	782,790
Total current assets	785,942
Investments held in Trust Account	382,614,309
Total Assets	383,400,251
Current liabilities:
Accounts payable	192,353
Accrued expenses	194,868
Due to related party	708
Note payable	770,000
Total current liabilities	1,157,929
Derivative warrant liabilities	24,225,300
Deferred underwriting commissions	13,390,810
Total liabilities	38,774,039
Commitments and Contingencies
Class A ordinary shares subject to possible redemption: 38,259,457 shares at $10.00 per share	382,594,570
Shareholders’ Equity (Deficit):
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,564,864 shares issued and outstanding	956
Additional paid-in capital
Accumulated deficit	(37,969,314)
Total shareholders’ deficit	(37,968,358)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 383,400,251

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet (Unaudited) (Parentheticals)	Sep. 30, 2021$ / sharesshares
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Shares subject to possible redemption	38,259,457
Shares subject to possible redemption per share (in Dollars per share) | $ / shares	$ 10
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	9,564,864
Ordinary shares, shares outstanding	9,564,864

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
General and administrative expenses	$ 1,235,728	$ 2,492,441
General and administrative expenses - related party	60,000	140,000
Total operating expenses	(1,295,728)	(2,632,441)
Other income (expenses):
Loss upon issuance of private placement warrants		(8,689)
Change in fair value of derivative warrant liabilities	12,545,230	(3,531,550)
Offering costs - derivative warrant liabilities		(605,594)
Net gain from investments held in Trust Account	4,924	19,739
Net income (loss)	$ 11,254,426	$ (6,758,535)
Weighted average shares outstanding of Class A ordinary shares (in Shares)	38,259,457	28,153,778
Basic and diluted net income (loss) per share, Class A ordinary shares (in Dollars per share)	$ 0.24	$ (0.18)
Weighted average shares outstanding of Class B ordinary shares (in Shares)	9,564,864	9,294,304
Basic and diluted net income (loss) per share, Class B ordinary shares (in Dollars per share)	$ 0.24	$ (0.18)

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 10, 2021
Balance (in Shares) at Jan. 10, 2021
Issuance of Class B ordinary shares to Sponsor		$ 1,006	23,994		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		10,062,500
Excess cash received over the fair value of the private warrants			221,890		221,890
Accretion of Class A ordinary shares subject to possible redemption amount			(245,884)	(28,481,756)	(28,727,640)
Net income (loss)				(664,970)	(664,970)
Balance at Mar. 31, 2021		$ 1,006		(29,146,726)	(29,145,720)
Balance (in Shares) at Mar. 31, 2021		10,062,500
Forfeiture of Class B ordinary shares		$ (50)	50
Forfeiture of Class B ordinary shares (in Shares)		(497,636)
Accretion of Class A ordinary shares subject to possible redemption amount			(50)	(2,729,023)	(2,729,073)
Net income (loss)				(17,347,991)	(17,347,991)
Balance at Jun. 30, 2021		$ 956		(49,223,740)	(49,222,784)
Balance (in Shares) at Jun. 30, 2021		9,564,864
Net income (loss)				11,254,426	11,254,426
Balance at Sep. 30, 2021		$ 956		$ (37,969,314)	$ (37,968,358)
Balance (in Shares) at Sep. 30, 2021		9,564,864

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (6,758,535)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares	25,000
Net gain from investments held in Trust Account	(19,739)
Change in fair value of derivative warrant liabilities	3,531,550
Offering costs – derivative warrant liabilities	605,594
Changes in operating assets and liabilities:
Prepaid expenses	(782,790)
Accounts payable	192,353
Accrued expenses	124,868
Due to related party	708
Net cash used in operating activities	(3,080,991)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(382,594,570)
Net cash used in investing activities	(382,594,570)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	855,500
Repayment of note payable to related party	(160,000)
Proceeds received from initial public offering, gross	382,594,570
Proceeds received from private placement	10,160,580
Offering costs paid	(7,771,937)
Net cash provided by financing activities	385,678,713
Net increase in cash	3,152
Cash – beginning of the period
Cash – end of the period	3,152
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	70,000
Offering costs paid by related party under promissory note	74,500
Deferred underwriting commissions	$ 13,390,810

Description of Organization, Bu

Description of Organization, Business Operations	9 Months Ended
	Sep. 30, 2021
Description of Organization, Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS NextGen Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from January 11, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating As of September The Company’s sponsor is NextGen Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 35,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $350.0 million (see Note 3), and incurring offering costs of approximately $19.7 million, of which approximately $12.3 million was for deferred underwriting commissions (see Note 6). The Company granted the underwriters a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.5 million (see Note 4). In connection with the Underwriters’ partial exercise of their over -allotment Upon the closing of the Initial Public Offering and the Private Placement, $350.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a -7 -Allotment -Allotment -Allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per -share distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed 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 business combination 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 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 of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Proposed Virgin Orbit Business Combination On August 22, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Pulsar Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Vieco USA, Inc., a Delaware corporation (“Vieco USA”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Virgin Orbit Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into Vieco USA, the separate corporate existence of Merger Sub will cease and Vieco USA will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”); (ii) in the event that the Vieco Cash Election (as defined below) is not exercised, as a result of the Merger, among other things, each share of common stock of Vieco USA that is issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than in respect of Excluded Shares (as defined in the Merger Agreement)) will be cancelled and converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of Virgin Orbit Holdings, Inc. (“Virgin Orbit Common Stock”) equal to the Exchange Ratio (as defined in the Merger Agreement) (the “Stock Consideration”); (iii) in the event the amount of cash available in the Trust Account (as defined below), after deducting any redemptions by the Company’s shareholders, plus (iv) the Company will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware and change its name to “Virgin Orbit Holdings, Inc.” The board of directors of the Company has unanimously (i) approved and declared advisable the Merger Agreement, the Virgin Orbit Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of the Company. Concurrently with the execution of the Merger Agreement, the Company entered into initial subscription agreements (the “Initial Subscription Agreements”) with certain investors (collectively, the “Initial PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 10,000,000 The consummation of the proposed Virgin Orbit Business Combination is subject to certain conditions as further described in the Merger Agreement. For further details on the contemplated merger, please see the Form 8 -K -4 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Liquidity and Going Concern As of September 30, 2021, the Company had approximately $3,000 in its operating bank account and a working capital deficit of approximately $372,000. To date, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares (as defined below), the loan under the promissory note from the Sponsor of $300,000 (see Note 5) to the Company and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the promissory note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On August 12, 2021, the Company issued a promissory note, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The promissory note is non -interest In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014 -15

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the SEC on March 25, 2021. Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued 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 480 -10-S99 -allotment -K -IPO -Qs The impact of the restatement to the Post -IPO -in As of March 25, 2021 As Restated Adjustment As Restated Total assets $ 353,411,664 — $ 353,411,664 Total liabilities $ 32,741,792 — $ 32,741,792 Class A ordinary shares subject to possible redemption 315,669,870 34,330,130 350,000,000 Preferred shares — — — Class A ordinary shares 343 (343 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,632,580 (5,632,580 ) — Accumulated deficit (633,927 ) (28,697,207 ) (29,331,134 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (34,330,130 ) $ (29,330,128 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 353,411,664 $ — $ 353,411,664 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: Form 10-Q (March 31, 2021) — for the period from January 11, 2021 (inception) through March 31, 2021 As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 352,238,041 — $ 352,238,041 Total liabilities $ 31,383,762 — $ 31,383,762 Class A ordinary shares subject to possible redemption 315,854,270 34,145,730 350,000,000 Preferred shares — — — Class A ordinary shares 341 (341 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,663,632 (5,663,632 ) — Accumulated deficit (664,970 ) (28,481,757 ) (29,146,727 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (34,145,730 ) $ (29,145,721 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 352,238,041 $ — $ 352,238,041 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 11, 2021 (inception) through March 31, 2021: Form 10 -Q (March 31, 2021) — for the period from January 11, 2021 (inception) through March 31, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,148,996 ) $ — $ (1,148,996 ) Cash Flows from Investing Activities $ (350,000,000 ) $ — $ (350,000,000 ) Cash Flows from Financing Activities $ 352,305,454 $ — $ 352,305,454 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 12,250,000 $ — $ 12,250,000 Initial value of Class A ordinary shares subject to possible redemption $ 315,854,270 $ (315,854,270 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: Form 10-Q (June 30, 2021) — for the period from January 11, 2021 (inception) through June 30, 2021 As of June 30, 2021 As Reported Adjustment As Restated Total assets $ 383,961,447 — $ 383,961,447 Total liabilities $ 50,589,661 — $ 50,589,661 Class A ordinary shares subject to possible redemption 328,371,780 54,222,790 382,594,570 Preferred shares — — — Class A ordinary shares 543 (543 ) — Class B ordinary shares 956 — 956 Additional paid-in capital 23,011,468 (23,011,468 ) — Accumulated deficit (18,012,961 ) (31,210,779 ) (49,223,740 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 383,961,447 $ — $ 383,961,447 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 11, 2021 (inception) through June 30, 2021: Form 10 -Q (June 30, 2021) — for the period from January 11, 2021 (inception) through June 30, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,879,536 ) $ — $ (1,879,536 ) Cash Flows from Investing Activities $ (382,594,570 ) $ — $ (382,594,570 ) Cash Flows from Financing Activities $ 384,908,713 $ — $ 384,908,713 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 13,390,810 $ — $ 13,390,810 Initial value of Class A ordinary shares subject to possible redemption $ 334,712,170 $ (334,712,170 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,340,391 ) $ 6,340,391 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of shareholders’ equity for the period from January 11, 2021 (inception) through June 30, 2021 For the Three Months Ended June 30, 2021 and for the Period From January 11, 2021 Total Shareholders’ Equity (Deficit), As Reported Adjustment Total Shareholders’ Equity (Deficit), As Restated Balance – January 11, 2021 (inception) $ — $ — $ — Issuance of Class B ordinary shares to Sponsor 25,000 — 25,000 Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 340,235,810 (340,235,810 ) — Excess cash received over the fair value of the private warrants 221,890 — 221,890 Offering costs (18,963,451 ) 18,963,451 — Shares subject to possible redemption (315,854,270 ) 315,854,270 — Accretion of Class A ordinary shares subject to possible redemption amount — (28,727,640 ) (28,727,640 ) Net loss (664,970 ) — (664,970 ) Balance – March 31, 2021 (Unaudited) $ 5,000,009 $ (34,145,729 ) $ (29,145,720 ) Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 31,603,700 $ (31,603,700 ) — Offering costs (1,738,203 ) 1,738,203 — Forfeiture of Class B ordinary shares — — — Shares subject to possible redemption (12,517,509 ) 12,517,509 — Accretion of Class A ordinary shares subject to possible redemption amount — (2,729,073 ) (2,729,073 ) Net loss (17,347,991 ) — (17,347,991 ) Balance – June 30, 2021 (Unaudited) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 ) In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: EPS for Class A ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 33,156,919 (29,800,755 ) 3,356,164 Basic and diluted earnings per share $ — $ (0.05 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 31,599,183 6,230,455 37,829,638 Basic and diluted earnings per share $ — $ (0.37 ) $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 31,713,657 (9,228,919 ) 22,484,738 Basic and diluted earnings per share $ — $ (0.57 ) $ (0.57 ) EPS for Class B ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 8,922,428 (172,428 ) 8,750,000 Basic and diluted earnings per share $ 0.07 $ (0.12 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 15,687,865 (6,230,456 ) 9,457,409 Basic and diluted earnings per share $ (1.11 ) $ 0.74 $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 12,676,421 (3,533,895 ) 9,142,526 Basic and diluted earnings per share $ (1.42 ) $ 0.85 $ (0.57 ) Emerging growth company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of estimates The preparation of financial statements in conformity with U.S. 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short -term Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments held in trust account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from cash equivalents held in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair value of financial instruments 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company accounts for 7,651,891 warrants issued in connection with its Initial Public Offering including over -allotment -40 -measurement -Carlo Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating -current Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering (including exercise of the over -allotment Effective with the closing of the Initial Public Offering (including exercise of the over -allotment -in Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number 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 underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 14,419,818 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary shares: Numerator: Allocation of net income (loss) $ 9,003,541 $ 2,250,885 $ (5,081,123 ) $ (1,677,412 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,259,457 9,564,864 28,153,778 9,294,304 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.18 ) $ (0.18 ) Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On March 25, 2021, the Company consummated its Initial Public Offering of 35,000,000 Units, at $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.3 million was for deferred underwriting commissions. On April 9, 2021, the Underwriters partially exercised the over -allotment Each Unit consists of one Class A ordinary share and one -fifth

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 On January 18, 2021, the Sponsor subscribed for an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate purchase price of $25,000. On March 22, 2021 the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 11,500,000 to 10,062,500. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,312,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters. On April 13, 2021, the underwriters partially exercised the over -allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.5 million. In connection with the Underwriters’ partial exercise of their over -allotment Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On January 18, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note. The promissory note was non -interest On August 12, 2021, the Company issued a promissory note to Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The promissory note is non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Due to Related Party During the period from January 11, 2021 through September 30, 2021, the Sponsor paid approximately $3,000 expenses on behalf of the Company. As of September 30, 2021, outstanding balance for such expenses were approximately $1,000, included in due to related party in current liabilities, on the accompanying condensed consolidated balance sheets. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $20,000 per month for office space, administrative, financial and support services. Upon the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $60,000 and $140,000 in administrative expenses under the agreement, which is recognized in the accompanying unaudited condensed consolidated statements of operations for the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 30, 2021 within General and administrative expenses — related party, respectively. As of September 30, 2021, there was no outstanding balance under the administrative services agreement. In addition, the Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.7 million in the aggregate, paid upon the closing of the Initial Public Offering (including the closing of over -allotment Deferred Legal Fees The Company’s legal counsel agreed to defer their fees in excess of $250,000 until the consummation of the Company’s initial Business Combination. In the event, either (x) the initial Business Combination is not consummated within two years of the Initial Public Offering and the proceeds of the Initial Public Offering are returned to investors, or (y) the legal counsel declined to represent the Company in the initial Business Combination due to a conflict, the legal counsel will write off such deferred amounts. The deferred amount is an unrecognized contingent liability, as closing of a potential business combination was not considered probable as of September 30, 2021. As of September 30, 2021, there was approximately $4.5 million in deferred legal fees.

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 500,000,000 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 38,259,457 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheet. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheet is reconciled on the following table: Gross proceeds $ 382,594,570 Less: Fair value of Public Warrants at issuance (10,755,060 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (20,701,653 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 31,456,713 Class A ordinary shares subject to possible redemption $ 382,594,570

Shareholders_ Equity

Shareholders’ Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked with the initial Business Combination, excluding any shares or equity -linked

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrant Disclosure [Abstract]
WARRANTS	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available 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 (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires 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. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, 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 Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • • • • -trading -divisions The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (including both Public Warrants and Private Placement Warrants): • • • • The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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 Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of Level 1 Level 2 Level 3 Assets Investments held in Trust Account – mutual fund $ 382,614,309 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 12,855,180 $ — $ — Derivative warrant liabilities – Private warrants $ — $ — $ 11,370,120 Transfers to/from Levels Level 1 assets include investments in mutual fund that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public and Private Placement Warrants has been estimated using a Monte -Carlo -Carlo -free -free The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 11, 2021 (inception) through September 30, 2021 is summarized as follows: Derivative warrant liabilities at March 25, 2021 (inception) $— Issuance of Public and Private Warrants 19,042,300 Change in fair value of derivative warrant liabilities (314,250) Derivative warrant liabilities at March 31, 2021 18,728,050 Issuance of Public and Private Warrants – over-allotment 1,651,460 Transfer of Public Warrants to Level 1 Measurement (10,607,720) Change in fair value of derivative warrant liabilities 7,486,420 Derivative warrant liabilities at June 30, 2021 $17,258,210 Change in fair value of derivative warrant liabilities (5,888,090) Derivative warrant liabilities at September 30, 2021 $11,370,120 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: At initial As of Exercise price $ 11.50 $ 11.50 Stock Price $ 9.72 $ 9.91 Option term (in years) 6.67 5.25 Volatility 20 % 23.5 % Risk-free interest rate 1.21 % 1.14 %

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS Subsequent to September

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the SEC on March 25, 2021.
Revision to previously reported financial statements	Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued 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 480 -10-S99 -allotment -K -IPO -Qs The impact of the restatement to the Post -IPO -in As of March 25, 2021 As Restated Adjustment As Restated Total assets $ 353,411,664 — $ 353,411,664 Total liabilities $ 32,741,792 — $ 32,741,792 Class A ordinary shares subject to possible redemption 315,669,870 34,330,130 350,000,000 Preferred shares — — — Class A ordinary shares 343 (343 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,632,580 (5,632,580 ) — Accumulated deficit (633,927 ) (28,697,207 ) (29,331,134 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (34,330,130 ) $ (29,330,128 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 353,411,664 $ — $ 353,411,664 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: Form 10-Q (March 31, 2021) — for the period from January 11, 2021 (inception) through March 31, 2021 As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 352,238,041 — $ 352,238,041 Total liabilities $ 31,383,762 — $ 31,383,762 Class A ordinary shares subject to possible redemption 315,854,270 34,145,730 350,000,000 Preferred shares — — — Class A ordinary shares 341 (341 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,663,632 (5,663,632 ) — Accumulated deficit (664,970 ) (28,481,757 ) (29,146,727 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (34,145,730 ) $ (29,145,721 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 352,238,041 $ — $ 352,238,041 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 11, 2021 (inception) through March 31, 2021: Form 10 -Q (March 31, 2021) — for the period from January 11, 2021 (inception) through March 31, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,148,996 ) $ — $ (1,148,996 ) Cash Flows from Investing Activities $ (350,000,000 ) $ — $ (350,000,000 ) Cash Flows from Financing Activities $ 352,305,454 $ — $ 352,305,454 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 12,250,000 $ — $ 12,250,000 Initial value of Class A ordinary shares subject to possible redemption $ 315,854,270 $ (315,854,270 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: Form 10-Q (June 30, 2021) — for the period from January 11, 2021 (inception) through June 30, 2021 As of June 30, 2021 As Reported Adjustment As Restated Total assets $ 383,961,447 — $ 383,961,447 Total liabilities $ 50,589,661 — $ 50,589,661 Class A ordinary shares subject to possible redemption 328,371,780 54,222,790 382,594,570 Preferred shares — — — Class A ordinary shares 543 (543 ) — Class B ordinary shares 956 — 956 Additional paid-in capital 23,011,468 (23,011,468 ) — Accumulated deficit (18,012,961 ) (31,210,779 ) (49,223,740 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 383,961,447 $ — $ 383,961,447 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 11, 2021 (inception) through June 30, 2021: Form 10 -Q (June 30, 2021) — for the period from January 11, 2021 (inception) through June 30, 2021 As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,879,536 ) $ — $ (1,879,536 ) Cash Flows from Investing Activities $ (382,594,570 ) $ — $ (382,594,570 ) Cash Flows from Financing Activities $ 384,908,713 $ — $ 384,908,713 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 13,390,810 $ — $ 13,390,810 Initial value of Class A ordinary shares subject to possible redemption $ 334,712,170 $ (334,712,170 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,340,391 ) $ 6,340,391 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of shareholders’ equity for the period from January 11, 2021 (inception) through June 30, 2021 For the Three Months Ended June 30, 2021 and for the Period From January 11, 2021 Total Shareholders’ Equity (Deficit), As Reported Adjustment Total Shareholders’ Equity (Deficit), As Restated Balance – January 11, 2021 (inception) $ — $ — $ — Issuance of Class B ordinary shares to Sponsor 25,000 — 25,000 Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 340,235,810 (340,235,810 ) — Excess cash received over the fair value of the private warrants 221,890 — 221,890 Offering costs (18,963,451 ) 18,963,451 — Shares subject to possible redemption (315,854,270 ) 315,854,270 — Accretion of Class A ordinary shares subject to possible redemption amount — (28,727,640 ) (28,727,640 ) Net loss (664,970 ) — (664,970 ) Balance – March 31, 2021 (Unaudited) $ 5,000,009 $ (34,145,729 ) $ (29,145,720 ) Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 31,603,700 $ (31,603,700 ) — Offering costs (1,738,203 ) 1,738,203 — Forfeiture of Class B ordinary shares — — — Shares subject to possible redemption (12,517,509 ) 12,517,509 — Accretion of Class A ordinary shares subject to possible redemption amount — (2,729,073 ) (2,729,073 ) Net loss (17,347,991 ) — (17,347,991 ) Balance – June 30, 2021 (Unaudited) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 ) In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods: EPS for Class A ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 33,156,919 (29,800,755 ) 3,356,164 Basic and diluted earnings per share $ — $ (0.05 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 31,599,183 6,230,455 37,829,638 Basic and diluted earnings per share $ — $ (0.37 ) $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 31,713,657 (9,228,919 ) 22,484,738 Basic and diluted earnings per share $ — $ (0.57 ) $ (0.57 ) EPS for Class B ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 8,922,428 (172,428 ) 8,750,000 Basic and diluted earnings per share $ 0.07 $ (0.12 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 15,687,865 (6,230,456 ) 9,457,409 Basic and diluted earnings per share $ (1.11 ) $ 0.74 $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 12,676,421 (3,533,895 ) 9,142,526 Basic and diluted earnings per share $ (1.42 ) $ 0.85 $ (0.57 )
Emerging growth company	Emerging growth company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of estimates	Use of estimates The preparation of financial statements in conformity with U.S. 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short -term
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Investments held in trust account	Investments held in trust account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from cash equivalents held in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair value of financial instruments	Fair value of financial instruments 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company accounts for 7,651,891 warrants issued in connection with its Initial Public Offering including over -allotment -40 -measurement -Carlo
Offering costs associated with the Initial Public Offering	Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating -current
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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering (including exercise of the over -allotment Effective with the closing of the Initial Public Offering (including exercise of the over -allotment -in
Net loss per ordinary share	Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number 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 underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 14,419,818 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary shares: Numerator: Allocation of net income (loss) $ 9,003,541 $ 2,250,885 $ (5,081,123 ) $ (1,677,412 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,259,457 9,564,864 28,153,778 9,294,304 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.18 ) $ (0.18 )
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 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 In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of balance sheet is an increase to class A ordinary shares	As of March 25, 2021 As Restated Adjustment As Restated Total assets $ 353,411,664 — $ 353,411,664 Total liabilities $ 32,741,792 — $ 32,741,792 Class A ordinary shares subject to possible redemption 315,669,870 34,330,130 350,000,000 Preferred shares — — — Class A ordinary shares 343 (343 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,632,580 (5,632,580 ) — Accumulated deficit (633,927 ) (28,697,207 ) (29,331,134 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (34,330,130 ) $ (29,330,128 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 353,411,664 $ — $ 353,411,664 As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 352,238,041 — $ 352,238,041 Total liabilities $ 31,383,762 — $ 31,383,762 Class A ordinary shares subject to possible redemption 315,854,270 34,145,730 350,000,000 Preferred shares — — — Class A ordinary shares 341 (341 ) — Class B ordinary shares 1,006 — 1,006 Additional paid-in capital 5,663,632 (5,663,632 ) — Accumulated deficit (664,970 ) (28,481,757 ) (29,146,727 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (34,145,730 ) $ (29,145,721 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 352,238,041 $ — $ 352,238,041 As of June 30, 2021 As Reported Adjustment As Restated Total assets $ 383,961,447 — $ 383,961,447 Total liabilities $ 50,589,661 — $ 50,589,661 Class A ordinary shares subject to possible redemption 328,371,780 54,222,790 382,594,570 Preferred shares — — — Class A ordinary shares 543 (543 ) — Class B ordinary shares 956 — 956 Additional paid-in capital 23,011,468 (23,011,468 ) — Accumulated deficit (18,012,961 ) (31,210,779 ) (49,223,740 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 383,961,447 $ — $ 383,961,447
Schedule of financial statement adjustments related to the restatement discussed above of the company’s previously reported statement of cash flows	As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,148,996 ) $ — $ (1,148,996 ) Cash Flows from Investing Activities $ (350,000,000 ) $ — $ (350,000,000 ) Cash Flows from Financing Activities $ 352,305,454 $ — $ 352,305,454 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 12,250,000 $ — $ 12,250,000 Initial value of Class A ordinary shares subject to possible redemption $ 315,854,270 $ (315,854,270 ) $ — As Reported Adjustment As Restated Cash Flow from Operating Activities $ (1,879,536 ) $ — $ (1,879,536 ) Cash Flows from Investing Activities $ (382,594,570 ) $ — $ (382,594,570 ) Cash Flows from Financing Activities $ 384,908,713 $ — $ 384,908,713 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 70,000 $ — $ 70,000 Offering costs paid by related party under promissory $ 74,500 $ — $ 74,500 Deferred underwriting commissions $ 13,390,810 $ — $ 13,390,810 Initial value of Class A ordinary shares subject to possible redemption $ 334,712,170 $ (334,712,170 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (6,340,391 ) $ 6,340,391 $ —
Schedule of statement of shareholders’ equity	Total Shareholders’ Equity (Deficit), As Reported Adjustment Total Shareholders’ Equity (Deficit), As Restated Balance – January 11, 2021 (inception) $ — $ — $ — Issuance of Class B ordinary shares to Sponsor 25,000 — 25,000 Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 340,235,810 (340,235,810 ) — Excess cash received over the fair value of the private warrants 221,890 — 221,890 Offering costs (18,963,451 ) 18,963,451 — Shares subject to possible redemption (315,854,270 ) 315,854,270 — Accretion of Class A ordinary shares subject to possible redemption amount — (28,727,640 ) (28,727,640 ) Net loss (664,970 ) — (664,970 ) Balance – March 31, 2021 (Unaudited) $ 5,000,009 $ (34,145,729 ) $ (29,145,720 ) Sale of units in initial public offering, less fair value of derivative liabilities for public warrants 31,603,700 $ (31,603,700 ) — Offering costs (1,738,203 ) 1,738,203 — Forfeiture of Class B ordinary shares — — — Shares subject to possible redemption (12,517,509 ) 12,517,509 — Accretion of Class A ordinary shares subject to possible redemption amount — (2,729,073 ) (2,729,073 ) Net loss (17,347,991 ) — (17,347,991 ) Balance – June 30, 2021 (Unaudited) $ 5,000,006 $ (54,222,790 ) $ (49,222,784 )
Schedule of weighted average shares outstanding and basic and diluted earnings per common shares	EPS for Class A ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 33,156,919 (29,800,755 ) 3,356,164 Basic and diluted earnings per share $ — $ (0.05 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 31,599,183 6,230,455 37,829,638 Basic and diluted earnings per share $ — $ (0.37 ) $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 31,713,657 (9,228,919 ) 22,484,738 Basic and diluted earnings per share $ — $ (0.57 ) $ (0.57 ) EPS for Class B ordinary shares As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) – for the period from January 11, 2021 (inception) through March 31, 2021 Net loss $ (664,970 ) $ — $ (664,970 ) Weighted average shares outstanding 8,922,428 (172,428 ) 8,750,000 Basic and diluted earnings per share $ 0.07 $ (0.12 ) $ (0.05 ) Form 10-Q (June 30, 2021) – three months ended June 30, 2021 Net loss $ (17,347,991 ) $ — $ (17,347,991 ) Weighted average shares outstanding 15,687,865 (6,230,456 ) 9,457,409 Basic and diluted earnings per share $ (1.11 ) $ 0.74 $ (0.37 ) Form 10-Q (June 30, 2021) – for the period from January 11, 2021 (inception) through June 30, 2021 Net loss $ (18,012,961 ) $ — $ (18,012,961 ) Weighted average shares outstanding 12,676,421 (3,533,895 ) 9,142,526 Basic and diluted earnings per share $ (1.42 ) $ 0.85 $ (0.57 )
Schedule calculation of basic and diluted net income (loss) per ordinary share	For the Three Months For the Period From Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary shares: Numerator: Allocation of net income (loss) $ 9,003,541 $ 2,250,885 $ (5,081,123 ) $ (1,677,412 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 38,259,457 9,564,864 28,153,778 9,294,304 Basic and diluted net income (loss) per ordinary share $ 0.24 $ 0.24 $ (0.18 ) $ (0.18 )

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]
Schedule of class A ordinary shares subject to possible redemption reflected on the balance sheet	Gross proceeds $ 382,594,570 Less: Fair value of Public Warrants at issuance (10,755,060 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (20,701,653 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 31,456,713 Class A ordinary shares subject to possible redemption $ 382,594,570

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation techniques	Fair Value Measured as of Level 1 Level 2 Level 3 Assets Investments held in Trust Account – mutual fund $ 382,614,309 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 12,855,180 $ — $ — Derivative warrant liabilities – Private warrants $ — $ — $ 11,370,120
Schedule of fair value of the derivative warrant liabilities	Derivative warrant liabilities at March 25, 2021 (inception) $— Issuance of Public and Private Warrants 19,042,300 Change in fair value of derivative warrant liabilities (314,250) Derivative warrant liabilities at March 31, 2021 18,728,050 Issuance of Public and Private Warrants – over-allotment 1,651,460 Transfer of Public Warrants to Level 1 Measurement (10,607,720) Change in fair value of derivative warrant liabilities 7,486,420 Derivative warrant liabilities at June 30, 2021 $17,258,210 Change in fair value of derivative warrant liabilities (5,888,090) Derivative warrant liabilities at September 30, 2021 $11,370,120
Schedule of fair value measurements inputs as their measurement	At initial As of Exercise price $ 11.50 $ 11.50 Stock Price $ 9.72 $ 9.91 Option term (in years) 6.67 5.25 Volatility 20 % 23.5 % Risk-free interest rate 1.21 % 1.14 %

Description of Organization, _2

Description of Organization, Business Operations (Details) - USD ($)	Aug. 12, 2021	Apr. 13, 2021	Mar. 25, 2021	Sep. 30, 2021
Description of Organization, Business Operations (Details) [Line Items]
Gross proceeds			$ 350,000,000
Offering costs			19,700,000
Deferred underwriting commissions			12,300,000	$ 13,390,810
Generating gross proceeds				$ 382,594,570
Maturity term				185 days
Percentage of trust account required for business combination				80.00%
Pro rata portion per share (in Dollars per share)				$ 10
Net tangible assets				$ 5,000,001
Aggregate public shares, percentage				15.00%
Redeem public shares, percentage				100.00%
Dissolution expenses				$ 100,000
Initial held in the trust account (in Dollars per share)				$ 10
Public price per share (in Dollars per share)				10
Reductions value of the trust assets per share (in Dollars per share)				$ 10
PIPE Investment Amount				$ 500,000,000
Operating bank account				3,000
Working capital deficit				372,000
Payment of sponsor				25,000
Loan amount				$ 300,000
Business Combination [Member]
Description of Organization, Business Operations (Details) [Line Items]
Percentage of outstanding voting securities				50.00%
Virgin Orbit Common Stock [Member]
Description of Organization, Business Operations (Details) [Line Items]
common stock, par value (in Dollars per share)				$ 0.0001
Initial PIPE Investors [Member]
Description of Organization, Business Operations (Details) [Line Items]
Purchased shares (in Shares)				10,000,000
Aggregate purchase price				$ 100,000,000
Promissory Note [Member]
Description of Organization, Business Operations (Details) [Line Items]
Aggregate principal amount	$ 1,500,000
Promissory note outstanding				$ 770,000
Initial Public Offering [Member]
Description of Organization, Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 10
Gross proceeds			$ 350,000,000
Purchase an additional units (in Shares)			5,250,000
Net proceeds				$ 350,000,000
Over-Allotment Option [Member]
Description of Organization, Business Operations (Details) [Line Items]
Shares issued (in Shares)		3,259,457
Purchase an additional units (in Shares)		3,259,457
Generating gross proceeds		$ 32,594,570
Proceeds from over allotment				32,594,570
Underwriters deferred discount				1,140,810
Private Placement Warrants [Member]
Description of Organization, Business Operations (Details) [Line Items]
Generating gross proceeds				$ 9,500,000
Private placement warrants (in Shares)				6,333,333
Warrant price per share (in Dollars per share)				$ 1.5
Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization, Business Operations (Details) [Line Items]
Generating gross proceeds				$ 651,891
Purchase an additional private placement warrants (in Shares)				434,594
Class A Ordinary Shares [Member]
Description of Organization, Business Operations (Details) [Line Items]
common stock, par value (in Dollars per share)				$ 0.0001
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Description of Organization, Business Operations (Details) [Line Items]
Shares issued (in Shares)			35,000,000
Price per share (in Dollars per share)			$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Net tangible assets | $	$ 5,000,001
Ordinary shares subject to possible redemption | $	34,300,000
Additional paid-in capital | $	5,600,000
Accumulated deficit | $	$ 28,700,000
Subject to possible redemption | shares	3,433,013
Federal depository insurance corporation | $	$ 250,000
Maturity days	185 days
Warrants issued | shares	7,651,891
Private placement warrants | shares	6,767,927
Purchase of shares | shares	14,419,818
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Ordinary shares subject to possible redemption | shares	38,259,457

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of balance sheet is an increase to class A ordinary shares - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Mar. 25, 2021
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 383,961,447	$ 352,238,041	$ 353,411,664
Total liabilities	50,589,661	31,383,762	32,741,792
Class A ordinary shares subject to possible redemption	328,371,780	315,854,270	315,669,870
Preferred shares
Class A ordinary shares	543	341	343
Class B ordinary shares	956	1,006	1,006
Additional paid-in capital	23,011,468	5,663,632	5,632,580
Accumulated deficit	(18,012,961)	(664,970)	(633,927)
Total shareholders’ equity (deficit)	5,000,006	5,000,009	5,000,002
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	383,961,447	352,238,041	353,411,664
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets
Total liabilities
Class A ordinary shares subject to possible redemption	54,222,790	34,145,730	34,330,130
Preferred shares
Class A ordinary shares	(543)	(341)	(343)
Class B ordinary shares
Additional paid-in capital	(23,011,468)	(5,663,632)	(5,632,580)
Accumulated deficit	(31,210,779)	(28,481,757)	(28,697,207)
Total shareholders’ equity (deficit)	(54,222,790)	(34,145,730)	(34,330,130)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	383,961,447	352,238,041	353,411,664
Total liabilities	50,589,661	31,383,762	32,741,792
Class A ordinary shares subject to possible redemption	382,594,570	350,000,000	350,000,000
Preferred shares
Class A ordinary shares
Class B ordinary shares	956	1,006	1,006
Additional paid-in capital
Accumulated deficit	(49,223,740)	(29,146,727)	(29,331,134)
Total shareholders’ equity (deficit)	(49,222,784)	(29,145,721)	(29,330,128)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$ 383,961,447	$ 352,238,041	$ 353,411,664

Summary of Significant Accoun_5

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial statement adjustments related to the restatement discussed above of the company’s previously reported statement of cash flows - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash Flow from Operating Activities	$ (1,148,996)	$ (1,879,536)
Cash Flows from Investing Activities	(350,000,000)	(382,594,570)
Cash Flows from Financing Activities	352,305,454	384,908,713
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	70,000	70,000
Offering costs paid by related party under promissory note	74,500	74,500
Deferred underwriting commissions	12,250,000	13,390,810
Initial value of Class A ordinary shares subject to possible redemption	315,854,270	334,712,170
Change in value of Class A ordinary shares subject to possible redemption		(6,340,391)
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash Flow from Operating Activities
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses
Offering costs paid by related party under promissory note
Deferred underwriting commissions
Initial value of Class A ordinary shares subject to possible redemption	(315,854,270)	(334,712,170)
Change in value of Class A ordinary shares subject to possible redemption		6,340,391
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash Flow from Operating Activities	(1,148,996)	(1,879,536)
Cash Flows from Investing Activities	(350,000,000)	(382,594,570)
Cash Flows from Financing Activities	352,305,454	384,908,713
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	70,000	70,000
Offering costs paid by related party under promissory note	74,500	74,500
Deferred underwriting commissions	12,250,000	13,390,810
Initial value of Class A ordinary shares subject to possible redemption
Change in value of Class A ordinary shares subject to possible redemption

Summary of Significant Accoun_6

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of statement of shareholders’ equity - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Total Shareholders’ Equity (Deficit), As Reported [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of statement of shareholders’ equity [Line Items]
Balance	$ 5,000,009
Balance	5,000,006	5,000,009
Issuance of Class B ordinary shares to Sponsor		25,000
Sale of units in initial public offering, less fair value of derivative liabilities for public warrants	31,603,700	340,235,810
Excess cash received over the fair value of the private warrants		221,890
Offering costs	(1,738,203)	(18,963,451)
Forfeiture of Class B ordinary shares
Shares subject to possible redemption	(12,517,509)	(315,854,270)
Accretion of Class A ordinary shares subject to possible redemption amount
Net loss	(17,347,991)	(664,970)
Adjustment [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of statement of shareholders’ equity [Line Items]
Balance	(34,145,729)
Balance	(54,222,790)	(34,145,729)
Issuance of Class B ordinary shares to Sponsor
Sale of units in initial public offering, less fair value of derivative liabilities for public warrants	(31,603,700)	(340,235,810)
Excess cash received over the fair value of the private warrants
Offering costs	1,738,203	18,963,451
Forfeiture of Class B ordinary shares
Shares subject to possible redemption	12,517,509	315,854,270
Accretion of Class A ordinary shares subject to possible redemption amount	(2,729,073)	(28,727,640)
Net loss
Total Shareholders’ Equity (Deficit), As Restated [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of statement of shareholders’ equity [Line Items]
Balance	(29,145,720)
Balance	(49,222,784)	(29,145,720)
Issuance of Class B ordinary shares to Sponsor		25,000
Sale of units in initial public offering, less fair value of derivative liabilities for public warrants
Excess cash received over the fair value of the private warrants		221,890
Offering costs
Forfeiture of Class B ordinary shares
Shares subject to possible redemption
Accretion of Class A ordinary shares subject to possible redemption amount	(2,729,073)	(28,727,640)
Net loss	$ (17,347,991)	$ (664,970)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common shares - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (17,347,991)	$ (664,970)	$ (18,012,961)
Weighted average shares outstanding	31,599,183	33,156,919	31,713,657
Basic and diluted earnings per share
As Reported [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (17,347,991)	$ (664,970)	$ (18,012,961)
Weighted average shares outstanding	15,687,865	8,922,428	12,676,421
Basic and diluted earnings per share	$ (1.11)	$ 0.07	$ (1.42)
Adjustment [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss
Weighted average shares outstanding	6,230,455	(29,800,755)	(9,228,919)
Basic and diluted earnings per share	$ (0.37)	$ (0.05)	$ (0.57)
Adjustment [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss
Weighted average shares outstanding	(6,230,456)	(172,428)	(3,533,895)
Basic and diluted earnings per share	$ 0.74	$ (0.12)	$ 0.85
As Adjusted [Member] | Class A Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (17,347,991)	$ (664,970)	$ (18,012,961)
Weighted average shares outstanding	37,829,638	3,356,164	22,484,738
Basic and diluted earnings per share	$ (0.37)	$ (0.05)	$ (0.57)
As Adjusted [Member] | Class B Ordinary Shares [Member]
Condensed Income Statements, Captions [Line Items]
Net loss	$ (17,347,991)	$ (664,970)	$ (18,012,961)
Weighted average shares outstanding	9,457,409	8,750,000	9,142,526
Basic and diluted earnings per share	$ (0.37)	$ (0.05)	$ (0.57)

Summary of Significant Accoun_8

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule calculation of basic and diluted net income (loss) per ordinary share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ 9,003,541	$ (5,081,123)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	38,259,457	28,153,778
Basic and diluted net income (loss) per ordinary share	$ 0.24	$ (0.18)
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ 2,250,885	$ (1,677,412)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	9,564,864	9,294,304
Basic and diluted net income (loss) per ordinary share	$ 0.24	$ (0.18)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Apr. 13, 2021	Mar. 25, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Initial public offering shares (in Shares)		35,000,000
Initial public offering per unit (in Dollars per share)		$ 10
Gross proceeds of initial public offering		$ 350,000,000
Incurring offering costs		19,700,000
Deferred underwriting commissions		$ 12,300,000
Description of units per share			Each Unit consists of one Class A ordinary share and one-fifth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Purchase of additional units (in Shares)	3,259,457
Gross proceeds amount	$ 32,594,570

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 12, 2021	Apr. 13, 2021	Mar. 22, 2021	Jan. 18, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Aggregate of purchase price				$ 25,000
Related party , description						The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Promissory note				300,000
Borrowing amount				$ 160,000
Working capital loans					$ 1,500,000	$ 1,500,000
Price per warrant (in Dollars per share)					$ 1.5	$ 1.5
Related party expenses						$ 3,000
Expenses						1,000
Administrative expenses						20,000
Administrative expenses					$ 60,000	$ 140,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Private Placement Warrants (in Shares)					6,333,333	6,333,333
Exercise price (in Dollars per share)					$ 1.5	$ 1.5
Generating gross proceeds						$ 9,500,000
Private Placement Warrants [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Generating gross proceeds						$ 651,891
Purchase an additional private placement warrants (in Shares)						434,594
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)				1,312,500
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding (in Shares)					9,564,864	9,564,864
Forfeited shares (in Shares)		497,636
Class B Ordinary Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of ordinary shares (in Shares)				11,500,000
Ordinary shares par value (in Dollars per share)				$ 0.0001
Shares forfeited (in Shares)			1,437,500
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Exercise price (in Dollars per share)					$ 11.5	$ 11.5
Maximum [Member] | Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding (in Shares)				11,500,000
Minimum [Member] | Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares outstanding (in Shares)				10,062,500
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount	$ 1,500,000
promissory note outstanding						$ 770,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies Disclosure [Abstract]
Underwriting discount (in Dollars per share) | $ / shares	$ 0.2
Underwriting discount amount	$ 7,700,000
Additional price per share (in Dollars per share) | $ / shares	$ 0.35
Deferred underwriting commissions	$ 13,400,000
Excess fees	250,000
Underwriters additional fee	$ 4,500,000

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details)	Sep. 30, 2021$ / sharesshares
Common Stock Subject to Mandatory Redemption [Member]
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding	38,259,457
Common Stock Subject to Possible Redemption [Member]
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	500,000,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption reflected on the balance sheet	9 Months Ended
	Sep. 30, 2021USD ($)shares
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption reflected on the balance sheet [Line Items]
Gross proceeds (in Dollars) | $	$ 382,594,570
Less:
Fair value of Public Warrants at issuance	(10,755,060)
Class A Ordinary Shares [Member]
Less:
Offering costs allocated to Class A ordinary shares subject to possible redemption	(20,701,653)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount	31,456,713
Class A ordinary shares subject to possible redemption	382,594,570

Shareholders_ Equity (Details)

Shareholders’ Equity (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Shareholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	5,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Common Stock, voting rights	Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
Shares outstanding subject to possible redemption	38,259,457
Shares issued subject to possible redemption	38,259,457
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares issued	9,564,864
Ordinary shares, shares outstanding	9,564,864

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / shares
Warrants (Details) [Line Items]
Warrant exercise price per share	$ 11.5
Expire term	5 years
Warrant description	Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants (including both Public Warrants and Private Placement Warrants):•        in whole and not in part;•        at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;•        if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and•        if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Series of Individually Immaterial Business Acquisitions [Member]
Warrants (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Class A Ordinary Shares [Member]
Warrants (Details) [Line Items]
Warrant description	Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon not less than 30 days’ prior written notice of redemption to each warrant holder; and•        if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Change in fair value of derivative warrant liabilities	$ 12.5	$ 3.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation techniques	Sep. 30, 2021USD ($)
Level 1 [Member]
Assets
Investments held in Trust Account - mutual fund	$ 382,614,309
Liabilities:
Derivative warrant liabilities - Public warrants	12,855,180
Derivative warrant liabilities - Private warrants
Level 2 [Member]
Assets
Investments held in Trust Account - mutual fund
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private warrants
Level 3 [Member]
Assets
Investments held in Trust Account - mutual fund
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private warrants	$ 11,370,120

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Schedule of fair value of the derivative warrant liabilities [Abstract]
Derivative warrant liabilities beginning
Issuance of Public and Private Warrants - over-allotment			$ 1,651,460
Transfer of Public Warrants to Level 1 Measurement			(10,607,720)
Issuance of Public and Private Warrants	19,042,300
Change in fair value of derivative warrant liabilities	(314,250)	$ (5,888,090)	7,486,420
Derivative warrant liabilities ending	$ 18,728,050	$ 11,370,120	$ 17,258,210

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value measurements inputs as their measurement - Level 3 [Member]	9 Months Ended
	Sep. 30, 2021$ / shares
Fair Value Measurements (Details) - Schedule of fair value measurements inputs as their measurement [Line Items]
Exercise price	$ 11.5
Stock Price	$ 9.91
Option term (in years)	5 years 3 months
Volatility	23.50%
Risk-free interest rate	1.14%
At Initial Issuance [Member]
Fair Value Measurements (Details) - Schedule of fair value measurements inputs as their measurement [Line Items]
Exercise price	$ 11.5
Stock Price	$ 9.72
Option term (in years)	6 years 8 months 1 day
Volatility	20.00%
Risk-free interest rate	1.21%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Nov. 19, 2021	Sep. 30, 2021
Subsequent Events (Details) [Line Items]
Outstanding borrowings under working capital loans		$ 338,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Outstanding borrowings under working capital loans	$ 1,108,000