NET Power (NPWR) 10-Q/A 3 Mar 22 2021 Q3 Quarterly report (amended) Financial data

Document And Entity Information

Document And Entity Information - shares	8 Months Ended
	Sep. 30, 2021	Nov. 12, 2022
Document Information Line Items
Entity Registrant Name	RICE ACQUISITION CORP. II
Trading Symbol	RONI
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Rice Acquisition Corp. II unless the context otherwise indicates. This Amendment No. 1 (this “Amendment No. 1”) on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Rice Acquisition Corp. II (the “Company”) for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021 (the “Original Filing”). The Original Filing included a section within Note 2, Revision of Previously Issued Financial Statements (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption (the “Public Shares”) issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on June 18, 2021. As described in Note 2, upon its Initial Public Offering, the Company classified a portion of the Public Shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Subsequently, the Company’s management re-evaluated such conclusion and determined that the Public Shares included certain provisions that require such shares to be classified as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by restating all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of the Public Shares, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Public Shares, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. At the time the Original Filing was filed, the Company determined the changes described above were not qualitatively material to the Company’s previously issued financial statements and therefore did not restate its financial statements. Instead, the Company revised its previously issued financial statements in Note 2 of the Original Filing. However, upon further consideration, although the qualitative factors assessed tended to support a conclusion that the misstatements were not material, the Company determined that these factors were not strong enough to overcome the significant quantitative errors in its previously issued financial statements, and management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on February 24, 2022, the Audit Committee of the Company’s Board of Directors, after discussion with the Company’s management, concluded that the Company’s previously issued (i) audited balance sheet as of June 18, 2021, filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K on June 24, 2021 (the “June 2021 Form 8-K”), (ii) unaudited interim financial statements as of and for the three months ended June 30, 2021 and for the period from February 2, 2021 (inception) through June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, and (iii) unaudited interim financial statements as of and for the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) to September 30, 2021 included in the Original Filing, filed with the SEC on November 12, 2021, should be restated to report all of the Public Shares as temporary equity and calculate earnings (loss) per share on a pro rata basis, and as a result, such financial statements, as well as portions of any communication that describe or are based on such financial statements, should no longer be relied upon. The Company is restating the financial statements referred to in clauses (ii) and (iii) in this Amendment No. 1 and will restate the audited balance sheet filed as an exhibit to the June 2021 Form 8-K in its Annual Report on Form 10-K for the period ended December 31, 2021. The restatement will not have an impact on the Company’s cash position or cash held in the trust account established in connection with the Initial Public Offering. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the periods referred to in the preceding paragraph and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this Amendment No. 1.
Entity Central Index Key	0001845437
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40503
Entity Tax Identification Number	98-1580612
Entity Address, Address Line One	102 East Main Street
Entity Address, Address Line Two	Second Story Carnegie
Entity Address, State or Province	PA
Entity Address, City or Town	Pennsylvania
Entity Address, Postal Zip Code	15106
City Area Code	(713)
Local Phone Number	446-6259
Title of 12(b) Security	Class A ordinary shares, par value $.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,502,500
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet (Unaudited)	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 2,809,000
Prepaid expenses	882,044
Total current assets	3,691,044
Investments held in Trust Account	345,035,643
Total Assets	348,726,687
Current liabilities:
Accounts payable	1,300
Accrued expenses	463,981
Note payable - related party	166,587
Total current liabilities	631,868
Deferred underwriting commissions in connection with the initial public offering	11,721,500
Derivative warrant liabilities	32,154,510
Total liabilities	44,507,878
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.00 per share	345,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 2,500 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 8,625,000 shares issued and outstanding	863
Additional paid-in capital
Accumulated deficit	(40,320,699)
Total Rice Acquisition Corp. II equity	(40,319,836)
Non-controlling interest in subsidiary	(461,355)
Total shareholders’ deficit	(40,781,191)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 348,726,687

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, authorized	1,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares subject to possible redemption shares	34,500,000
Ordinary 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, authorized	300,000,000
Ordinary shares, issued	2,500
Ordinary shares, outstanding	2,500
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, authorized	30,000,000
Ordinary shares, issued	8,625,000
Ordinary shares, outstanding	8,625,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 226,939	$ 408,721
General and administrative expenses - related party	35,000	35,000
Loss from operations	(261,939)	(443,721)
Other income (expense)
Change in fair value of derivative warrant liabilities	(5,314,260)	(8,819,510)
Interest earned on investments held in Trust Account	8,698	9,643
Offering costs associated with derivative warrant liabilities		(592,641)
Loss upon issuance of Private Warrants		(2,175,000)
Net loss	(5,567,501)	(12,021,229)
Net loss attributable to non-controlling interest in subsidiary	(214,135)	(462,355)
Net loss attributable to Rice Acquisition Corp. II	$ (5,353,366)	$ (11,558,874)
Class A Ordinary Shares
Other income (expense)
Weighted average shares outstanding (in Shares)	34,502,500	15,549,710
Basic and diluted net loss per share (in Dollars per share)	$ (0.12)	$ (0.49)
Class B Ordinary Shares
Other income (expense)
Weighted average shares outstanding (in Shares)	8,625,000	8,005,601
Basic and diluted net loss per share (in Dollars per share)	$ (0.12)	$ (0.49)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Class AOrdinary Shares	Class BOrdinary Shares	Additional Paid-In Capital	Accumulated Deficit	Non-controlling Interest in Subsidiary	Total
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Issuance of Class A and Class B ordinary shares to Sponsor		$ 863	24,137			25,000
Issuance of Class A and Class B ordinary shares to Sponsor (in Shares)	2,500	8,625,000
Issuance of Units in subsidiary to Sponsor					1,000	1,000
Net loss				(33,931)	(1,357)	(35,288)
Balance at Mar. 31, 2021		$ 863	24,137	(33,931)	(357)	(9,288)
Balance (in Shares) at Mar. 31, 2021	2,500	8,625,000
Balance at Feb. 01, 2021
Balance (in Shares) at Feb. 01, 2021
Net loss						(12,021,229)
Balance at Sep. 30, 2021		$ 863		(40,320,699)	(461,355)	(40,781,191)
Balance (in Shares) at Sep. 30, 2021	2,500	8,625,000
Balance at Mar. 31, 2021		$ 863	24,137	(33,931)	(357)	(9,288)
Balance (in Shares) at Mar. 31, 2021	2,500	8,625,000
Accretion to Class A ordinary shares subject to possible redemption value			(24,137)	(28,761,825)		(28,785,962)
Accretion to Class A ordinary shares subject to possible redemption value (in Shares)
Net loss				(6,171,577)	(246,863)	(6,418,440)
Balance at Jun. 30, 2021		$ 863		(34,967,333)	(247,220)	(35,213,690)
Balance (in Shares) at Jun. 30, 2021	2,500	8,625,000
Net loss				(5,353,366)	(214,135)	(5,567,501)
Balance at Sep. 30, 2021		$ 863		$ (40,320,699)	$ (461,355)	$ (40,781,191)
Balance (in Shares) at Sep. 30, 2021	2,500	8,625,000

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows (Unaudited)	8 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (12,021,229)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class A and Class B ordinary shares	26,000
General and administrative expenses paid by related party under promissory note	9,360
Change in fair value of derivative warrant liabilities	8,819,510
Interest earned on securities held in Trust Account	(9,643)
Loss upon issuance of private placement warrants	2,175,000
Offering costs associated with warrants	592,641
Changes in operating assets and liabilities:
Prepaid assets	(882,044)
Accounts payable	1,300
Accrued expenses	28,981
Net cash used in operating activities	(1,260,124)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(345,026,000)
Net cash used in investing activities	(345,026,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	10,900,000
Offering costs paid	(6,804,876)
Net cash provided by financing activities	349,095,124
Net change in cash	2,809,000
Cash - beginning of the period
Cash - end of the period	2,809,000
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	435,000
Offering costs paid by related party under promissory note	157,227
Deferred underwriting commissions	$ 11,721,500

Description of Organization and

Description of Organization and Business Operations	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Organization and General Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. As used herein, “the Company” refers to Rice Acquisition Corp. II and its majority-owned and controlled operating subsidiary, Rice Acquisition Holdings II LLC (“OpCo”), unless the context indicates otherwise. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the preparation for initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 15, 2021. On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.1 million, of which approximately $11.7 million and approximately $593,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to the derivative warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million (see Note 4). Each Private Placement Warrant is exercisable to purchase one of the Company’s Class A ordinary shares or one Class A Unit of OpCo together with a corresponding non-economic Class B ordinary share of the Company. Following the Initial Public Offering, the Public Shareholders (as defined below) will hold a direct economic equity ownership interest in the Company in the form of Class A ordinary shares, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the holders of our Founder Shares and Sponsor Shares (each as defined below in Note 4), including our officers and directors to the extent they hold such shares (the “Initial Shareholders”) will own direct economic interests in Opco in the form of Class B Units and a corresponding non-economic voting equity interest in the Company in the form of Class B ordinary shares, as well as a small direct interest through the Sponsor Shares (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345,026,000 of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (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 held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 18, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes of the Company or Opco, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares and Class A Units of Opco (other than those held by the Company), which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering. Pursuant to the Opco LLC Agreement and a letter agreement that the Sponsor, and the Company’s officers and directors have entered into with the Company, the Sponsor, and the Company’s officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame). Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $2.8 million in its operating bank account and working capital of approximately $3.1 million. The Company’s liquidity needs through September 30, 2021 have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $126,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and Summary of Significant Accounting Policies 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 (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2021 and June 24, 2021, respectively. Restatement of Previously Reported Financial Statements Subsequent to the Company’s initial Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 12, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended and June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon. The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 4.0 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 350,154,732 $ - $ 350,154,732 Total liabilities $ 40,368,422 $ - $ 40,368,422 Class A ordinary shares subject to redemption 304,786,300 40,213,700 $ 345,000,000 Preferred shares - - - Class A ordinary shares 402 (402 ) - Class B ordinary shares 863 - 863 Additional paid-in capital 11,451,473 (11,451,473 ) - Accumulated deficit (6,205,508 ) (28,761,825 ) (34,967,333 ) Non-controlling interest in subsidiary (247,220 ) - (247,220 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (40,213,700 ) $ (35,213,690 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 350,154,732 $ - $ 350,154,732 The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from February 2, 2021 (inception) through June 30, 2021. For the period from February 2, 2021 (inception) through June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 308,368,190 $ (308,368,190 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,581,890 $ (3,581,890 ) $ - 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 Period: Income(Loss) Per Share As Previously Reported Adjustment As Restated For the three months ended June 30, 2021 (unaudited) Net loss $ (6,171,577 ) $ - $ (6,171,577 ) Weighted average shares outstanding - Class A ordinary shares 34,500,000 (29,568,929 ) 4,931,071 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.49 ) $ (0.49 ) Weighted average shares outstanding - Class B ordinary shares 7,661,071 (2,500 ) 7,658,571 Basic and diluted loss per share - Class B ordinary shares $ (0.81 ) $ 0.32 $ (0.49 ) For the period from February 2, 2021 (inception) through June 30, 2021 (unaudited) Net loss $ (6,205,508 ) $ - $ (6,205,508 ) Weighted average shares outstanding - Class A ordinary shares 34,500,000 (31,316,649 ) 3,183,351 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.58 ) $ (0.58 ) Weighted average shares outstanding - Class B ordinary shares 7,603,954 (2,500 ) 7,601,454 Basic and diluted loss per share - Class B ordinary shares $ (0.82 ) $ 0.24 $ (0.58 ) 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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2021. The ownership interest of noncontrolling participants in the operating subsidiary is included as a separate component of shareholders’ equity. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the unaudited condensed consolidated balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants and the Private Placement Warrants are estimated using Black-Scholes option pricing model with the volatility calculated by back solving in a Monte Carlo simulation. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended September 30, 2021 and the period from February 2, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table 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 For the Period from 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (4,282,755 ) $ (1,070,611 ) $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ (0.49 ) $ (0.49 ) Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 2, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3. Initial Public Offering On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.1 million, of which approximately $11.7 million and approximately $593,000 was for deferred underwriting commissions and offering costs allocated to the derivative warrant liabilities, respectively. Of the 34,500,000 Units sold, affiliates of Rice Investment Group had purchased 1,010,000 Units (the “Affiliated Units”) at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,010,000 Affiliated Units. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions Founder Shares and Sponsor Shares On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. In June 2021, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. The Sponsor agreed to forfeit up to 1,127,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on June 16, 2021; thus, these 1,127,500 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed, subject to limited exceptions, 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 or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, 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 or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 Class A ordinary shares and the 100 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class B ordinary shares (which together will be exchangeable into Class A ordinary shares after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”. The Sponsor Shares are considered non-redeemable and presented as permanent equity in the Company’s unaudited condensed consolidated balance sheet. The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the number of Class A Units of Opco into which the Class B Units of Opco will convert may be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon exchange of all Founder Shares will equal, in the aggregate, on an as-exchanged basis, 20% of the sum of the total outstanding shares of the Company’s ordinary shares upon completion of the Initial Public Offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding the forward purchase securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and excluding the Sponsor Shares). In addition, the number of outstanding Class B ordinary shares will be adjusted through a stock split or stock dividend so that the total number of outstanding Class B ordinary shares corresponds to the total number of Class A Units of Opco outstanding (other than those held by the Company) plus the total number of Class A Units Opco into which the Class B Units of Opco are entitled to convert. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares held by them (and any Class A ordinary shares acquired upon exchange of Founder Shares) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. As of September 30, 2021, the Company borrowed approximately $167,000 under the Note. The Note is still outstanding and is due on demand. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 $1.00 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. Administrative Services Agreement Commencing on June 15, 2021, the date that the Company’s securities were first listed on the New York Stock, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2021, there were $35,000 in fees incurred and paid under this agreement. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. No such amounts were reimbursed or accrued for as of September 30, 2021.

Commitments and Contingencies

Commitments and Contingencies	8 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 Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment on June 16, 2021. The underwriters did not earn any commissions on the 1,010,000 Affiliated Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	8 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 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 34,502,500 Class A ordinary shares outstanding, of which 34,500,000 were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheet. The Class A ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption $ 345,000,000

Shareholder's Equity

Shareholder's Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholder’s Equity	Note 7. Shareholders’ Deficit Class A Ordinary Shares - Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. Preference Shares Class A and Class B Units of Opco

Derivative Warrant Liabilities

Derivative Warrant Liabilities	8 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 8. Derivative Warrant Liabilities As of September 30, 2021, the Company had 8,625,000 Public Warrants and 10,900,000 Private Placement Warrants outstanding. 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 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). 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, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board 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”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (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 a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption for cash as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A ordinary shares: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price equal to a number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if and only if, the last sale price of a Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of a Class A ordinary share shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its respective permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) of that certain Warrant Agreement, dated June 15, 2021, between Continental Stock Transfer & Trust Company, the Company and Opco (the “Warrant Agreement”), (ii) will terminate as of the close initial Business Combination if any holder, other than the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights (as defined in the Warrant Agreement) continues to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the initial Business Combination, in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company for cash pursuant to Section 6.1 of the Warrant Agreement; provided, however, that in the case of (iii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its respective permitted transferees and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise of any warrants of Opco may be transferred by the holders. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. 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	8 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, by level within the fair value hierarchy: Description Quoted Significant Significant Assets: Investments held in Trust Account - money market fund $ 345,035,643 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 13,800,000 $ - $ - Derivative warrant liabilities – Private Placement $ - $ - $ 18,354,510 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately traded beginning in August 2021. There were no other transfers to/from Levels 1, 2, and 3 during the three months ended September 30, 2021 and during the period from February 2, 2021 (inception) through September 30, 2021. Level 1 assets include investments in money market funds invested in government securities and Level 1 liabilities include Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were initially measured at fair value using a Black-Scholes option pricing model with the volatility calculated by back solving in a Monte Carlo simulation. As of September 30, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. For the three months ended September 30, 2021 and the period from February 2, 2021 (inception) through September 30, 2021, the Company recognized a loss in the unaudited condensed consolidated statements of operations resulting from an increase in the fair value of derivative warrant liabilities of $5.3 million and $8.8 million, respectively, presented as a change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model with the volatility calculated by back solving in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: September 30, At initial Exercise price $ 11.50 $ 11.50 Stock price $ 9.91 $ 9.70 Volatility 23.38 % 16.82% - 17.02% Term 5.71 6.00 Risk-free rate 1.14 % 1.05% - 1.09% Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended September 30, 2021 and for the period February 2, 2021 (inception) through September 30, 2021, is summarized as follows: Derivative warrant liabilities at February 2, 2021 $ - Issuance of Public and Private Warrants 21,160,000 Loss upon issuance of Private Warrants 2,175,000 Change in fair value of derivative warrant liabilities 3,505,250 Derivative warrant liabilities at June 30, 2021 (Unaudited) $ 26,840,250 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 2,985,510 Derivative warrant liabilities at September 30, 2021 (Unaudited) $ 18,354,510

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	8 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 (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2021 and June 24, 2021, respectively.
Restatement of Previously Reported Financial Statements	Restatement of Previously Reported Financial Statements Subsequent to the Company’s initial Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 12, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended and June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon. The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 4.0 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 350,154,732 $ - $ 350,154,732 Total liabilities $ 40,368,422 $ - $ 40,368,422 Class A ordinary shares subject to redemption 304,786,300 40,213,700 $ 345,000,000 Preferred shares - - - Class A ordinary shares 402 (402 ) - Class B ordinary shares 863 - 863 Additional paid-in capital 11,451,473 (11,451,473 ) - Accumulated deficit (6,205,508 ) (28,761,825 ) (34,967,333 ) Non-controlling interest in subsidiary (247,220 ) - (247,220 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (40,213,700 ) $ (35,213,690 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 350,154,732 $ - $ 350,154,732 The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from February 2, 2021 (inception) through June 30, 2021. For the period from February 2, 2021 (inception) through June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 308,368,190 $ (308,368,190 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,581,890 $ (3,581,890 ) $ - 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 Period:
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 Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Principles of Consolidation and Financial Statement Presentation	Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2021. The ownership interest of noncontrolling participants in the operating subsidiary is included as a separate component of shareholders’ equity.
Use of estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering costs associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk
Fair value of financial instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the unaudited condensed consolidated balance sheet due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants and the Private Placement Warrants are estimated using Black-Scholes option pricing model with the volatility calculated by back solving in a Monte Carlo simulation. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended September 30, 2021 and the period from February 2, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table 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 For the Period from 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (4,282,755 ) $ (1,070,611 ) $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ (0.49 ) $ (0.49 )
Income taxes	Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from February 2, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting standards	Recent accounting standards In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of financial statement adjustments related to the restatement	As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 350,154,732 $ - $ 350,154,732 Total liabilities $ 40,368,422 $ - $ 40,368,422 Class A ordinary shares subject to redemption 304,786,300 40,213,700 $ 345,000,000 Preferred shares - - - Class A ordinary shares 402 (402 ) - Class B ordinary shares 863 - 863 Additional paid-in capital 11,451,473 (11,451,473 ) - Accumulated deficit (6,205,508 ) (28,761,825 ) (34,967,333 ) Non-controlling interest in subsidiary (247,220 ) - (247,220 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (40,213,700 ) $ (35,213,690 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 350,154,732 $ - $ 350,154,732 For the period from February 2, 2021 (inception) through June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 308,368,190 $ (308,368,190 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,581,890 $ (3,581,890 ) $ - Income(Loss) Per Share As Previously Reported Adjustment As Restated For the three months ended June 30, 2021 (unaudited) Net loss $ (6,171,577 ) $ - $ (6,171,577 ) Weighted average shares outstanding - Class A ordinary shares 34,500,000 (29,568,929 ) 4,931,071 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.49 ) $ (0.49 ) Weighted average shares outstanding - Class B ordinary shares 7,661,071 (2,500 ) 7,658,571 Basic and diluted loss per share - Class B ordinary shares $ (0.81 ) $ 0.32 $ (0.49 ) For the period from February 2, 2021 (inception) through June 30, 2021 (unaudited) Net loss $ (6,205,508 ) $ - $ (6,205,508 ) Weighted average shares outstanding - Class A ordinary shares 34,500,000 (31,316,649 ) 3,183,351 Basic and diluted loss per share - Class A ordinary shares $ 0.00 $ (0.58 ) $ (0.58 ) Weighted average shares outstanding - Class B ordinary shares 7,603,954 (2,500 ) 7,601,454 Basic and diluted loss per share - Class B ordinary shares $ (0.82 ) $ 0.24 $ (0.58 )
Schedule of basic and diluted net income (loss) per share of ordinary share	For the Three For the Period from 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (4,282,755 ) $ (1,070,611 ) $ (7,630,430 ) $ (3,928,444 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 15,549,710 8,005,601 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ (0.49 ) $ (0.49 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	8 Months Ended
	Sep. 30, 2021
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Schedule of class A ordinary shares subject to possible redemption	Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Significant Significant Assets: Investments held in Trust Account - money market fund $ 345,035,643 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 13,800,000 $ - $ - Derivative warrant liabilities – Private Placement $ - $ - $ 18,354,510
Schedule of quantitative information regarding Level 3 fair value measurements inputs	September 30, At initial Exercise price $ 11.50 $ 11.50 Stock price $ 9.91 $ 9.70 Volatility 23.38 % 16.82% - 17.02% Term 5.71 6.00 Risk-free rate 1.14 % 1.05% - 1.09% Dividend yield 0.0 % 0.0 %
Schedule of change in the fair value of the derivative warrant liabilities	Derivative warrant liabilities at February 2, 2021 $ - Issuance of Public and Private Warrants 21,160,000 Loss upon issuance of Private Warrants 2,175,000 Change in fair value of derivative warrant liabilities 3,505,250 Derivative warrant liabilities at June 30, 2021 (Unaudited) $ 26,840,250 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 2,985,510 Derivative warrant liabilities at September 30, 2021 (Unaudited) $ 18,354,510

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	8 Months Ended
	Jun. 18, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)		$ 10
Generating gross proceeds	$ 345,000,000
Incurring offering costs	19,100,000
Deferred underwriting commissions	$ 11,700,000
Price per warrant (in Dollars per share)		$ 1
Maturity of money market funds term		185 days
Percentage of fair market value		80.00%
Common stock par value (in Dollars per share)		$ 0.0001
Net tangible assets		$ 5,000,001
Interest to pay dissolution expenses		100,000
Operating Bank Amount		2,800,000
Working capital		3,100,000
Cover expenses		25,000
Sponsor pursuant		$ 126,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition voting interests, percentage		50.00%
Over Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	34,500,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		10,900,000
Share price per share (in Dollars per share)	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrants (in Shares)		10,900,000
Price per warrant (in Dollars per share)		$ 1
Net proceeds		$ 345,026,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	4,500,000
Share price per share (in Dollars per share)		$ 12

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	5 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Net tangible assets		$ 5,000,001
Carrying value of redeemable Class A ordinary shares	$ 4,000,000
Federal depository corporation coverage	250,000
Net tangible assets	$ 5,000,001
Shares subject to possible redemption (in Shares)	34,500,000
Aggregate of ordinary shares (in Shares)	19,525,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of financial statement adjustments related to the restatement - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 31, 2021	Feb. 01, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	$ 348,726,687	$ 350,154,732	$ 350,154,732	$ 348,726,687
Total liabilities	44,507,878	40,368,422	40,368,422	44,507,878
Class A ordinary shares subject to redemption	345,000,000	345,000,000	345,000,000	345,000,000
Preferred shares
Class A ordinary shares
Class B ordinary shares	863	863	863	863
Additional paid-in capital
Accumulated deficit	(40,320,699)	(34,967,333)	(34,967,333)	(40,320,699)
Non-controlling interest in subsidiary	(461,355)	(247,220)	(247,220)	(461,355)
Total shareholders’ equity (deficit)	(40,781,191)	(35,213,690)	(35,213,690)	(40,781,191)	$ (9,288)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	348,726,687	350,154,732	350,154,732	348,726,687
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption
Change in value of Class A common stock subject to possible redemption
Net loss	$ (5,353,366)	$ (6,171,577)	$ (6,205,508)	$ (11,558,874)
Class A Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)	34,502,500	4,931,071	3,183,351	15,549,710
Basic and diluted loss per share (in Dollars per share)	$ (0.12)	$ (0.49)	$ (0.58)	$ (0.49)
Class B Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)	8,625,000	7,658,571	7,601,454	8,005,601
Basic and diluted loss per share (in Dollars per share)	$ (0.12)	$ (0.49)	$ (0.58)	$ (0.49)
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		$ 350,154,732	$ 350,154,732
Total liabilities		40,368,422	40,368,422
Class A ordinary shares subject to redemption		304,786,300	304,786,300
Preferred shares
Class A ordinary shares		402	402
Class B ordinary shares		863	863
Additional paid-in capital		11,451,473	11,451,473
Accumulated deficit		(6,205,508)	(6,205,508)
Non-controlling interest in subsidiary		(247,220)	(247,220)
Total shareholders’ equity (deficit)		5,000,010	5,000,010
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)		350,154,732	350,154,732
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption			308,368,190
Change in value of Class A common stock subject to possible redemption			3,581,890
Net loss		$ (6,171,577)	$ (6,205,508)
As Previously Reported [Member] | Class A Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)		34,500,000	34,500,000
Basic and diluted loss per share (in Dollars per share)		$ 0	$ 0
As Previously Reported [Member] | Class B Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)		7,661,071	7,603,954
Basic and diluted loss per share (in Dollars per share)		$ (0.81)	$ (0.82)
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets
Total liabilities
Class A ordinary shares subject to redemption		40,213,700	40,213,700
Preferred shares
Class A ordinary shares		(402)	(402)
Class B ordinary shares
Additional paid-in capital		(11,451,473)	(11,451,473)
Accumulated deficit		(28,761,825)	(28,761,825)
Non-controlling interest in subsidiary
Total shareholders’ equity (deficit)		(40,213,700)	(40,213,700)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption			(308,368,190)
Change in value of Class A common stock subject to possible redemption			(3,581,890)
Net loss
Adjustment [Member] | Class A Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)		(29,568,929)	(31,316,649)
Basic and diluted loss per share (in Dollars per share)		$ (0.49)	$ (0.58)
Adjustment [Member] | Class B Ordinary Shares
Supplemental Disclosure of Noncash Financing Activities:
Weighted average shares outstanding (in Shares)		(2,500)	(2,500)
Basic and diluted loss per share (in Dollars per share)		$ 0.32	$ 0.24

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of ordinary share - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (4,282,755)			$ (7,630,430)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	34,502,500	4,931,071	3,183,351	15,549,710
Basic and diluted net loss per ordinary share	$ (0.12)	$ (0.49)	$ (0.58)	$ (0.49)
Class B Ordinary Shares [Member]
Numerator:
Allocation of net loss	$ (1,070,611)			$ (3,928,444)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	8,625,000	7,658,571	7,601,454	8,005,601
Basic and diluted net loss per ordinary share	$ (0.12)	$ (0.49)	$ (0.58)	$ (0.49)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended
	Jun. 18, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Initial public offering, description	the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.1 million, of which approximately $11.7 million and approximately $593,000 was for deferred underwriting commissions and offering costs allocated to the derivative warrant liabilities, respectively. Of the 34,500,000 Units sold, affiliates of Rice Investment Group had purchased 1,010,000 Units (the “Affiliated Units”) at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,010,000 Affiliated Units.
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 10, 2021	Jun. 21, 2021	Jun. 16, 2021	Jun. 15, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Founder shares and sponsor shares, description	the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000.	the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco.
Share price (in Dollars per share)					$ 0.35
Sponsor shares, description					The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 Class A ordinary shares and the 100 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class B ordinary shares (which together will be exchangeable into Class A ordinary shares after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”.
Outstanding shares percentage					20.00%
Price per share (in Dollars per share)					$ 10
Proceeds from issuance of private placement					$ 10,900,000
Loan borrowed					167,000
Working capital loans					$ 1,500,000
Price per warrant (in Dollars per share)					$ 1
Per month for office space, secretarial and administrative services				$ 10,000
Incurred fees					$ 35,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Related party loans	$ 300,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares forfeited (in Shares)			1,127,500		1,127,500
Shares percent					20.00%
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)					$ 1
Shares issued (in Shares)					10,900,000
Proceeds from issuance of private placement					$ 10,900,000
Price per warrant (in Dollars per share)					$ 1
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)					12
Price per share (in Dollars per share)					12
Ordinary shares par value (in Dollars per share)					0.0001
Class A Ordinary Shares [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares par value (in Dollars per share)					$ 11.5

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	8 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Commitments and Contingencies Disclosure [Abstract]
Additional units purchased | shares	4,500,000
Affiliated unit | shares	1,010,000
Underwriting discount | $ / shares	$ 0.2
Aggregate amount | $	$ 6.7
Additional unit | $ / shares	$ 0.35
Deferred underwriting commissions | $	$ 11.7

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member]	Sep. 30, 2021$ / sharesshares
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Ordinary shares, authorized	300,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, outstanding	34,502,500
Shares subject to possible redemption	34,500,000

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 - USD ($)	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Schedule of class A ordinary shares subject to possible redemption [Abstract]
Gross proceeds from Initial Public Offering	$ 345,000,000
Less:
Fair value of Public Warrants at issuance	(10,260,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(18,525,962)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount	28,785,962
Class A ordinary shares subject to possible redemption	$ 345,000,000	$ 345,000,000

Shareholder's Equity (Details)

Shareholder's Equity (Details)	Sep. 30, 2021USD ($)$ / sharesshares
Shareholder's Equity (Details) [Line Items]
Founder shares aggregate, percentage	20.00%
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Class A Ordinary Shares [Member]
Shareholder's Equity (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, issued	34,502,500
Ordinary shares, outstanding	34,502,500
Shares subject to possible redemption	34,500,000
Ordinary shares, authorized	300,000,000
Ordinary shares, outstanding	2,500
Class B Ordinary Shares [Member]
Shareholder's Equity (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, issued	8,625,000
Ordinary shares, outstanding	8,625,000
Ordinary shares, authorized	30,000,000
Ordinary shares, outstanding	8,625,000
Opco Class A Units [Member]
Shareholder's Equity (Details) [Line Items]
Ordinary shares, outstanding	2,600
Opco Class B Units [Member]
Shareholder's Equity (Details) [Line Items]
Ordinary shares, outstanding	7,187,500
Issued and outstanding units (in Dollars) | $	$ 8,624,900

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	8 Months Ended
	Sep. 30, 2021$ / sharesshares
Derivative Warrant Liabilities (Details) [Line Items]
Exercise price per share	$ 11.5
Issue price per common stock	$ 9.2
Percentage of exercise price of warrants adjusted	115.00%
Price per warrant	$ 0.01
Ordinary shares equals or exceeds per share	$ 10
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants issued (in Shares) | shares	8,625,000
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants issued (in Shares) | shares	10,900,000
Class A Ordinary Shares [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Ordinary shares equals or exceeds per share	$ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Increase in fair value of derivative warrant liabilities	$ 5.3	$ 8.8

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - money market fund	$ 345,035,643
Liabilities:
Derivative warrant liabilities - Public	13,800,000
Derivative warrant liabilities – Private Placement
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - money market fund
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities – Private Placement
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - money market fund
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities – Private Placement	$ 18,354,510

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs	8 Months Ended
	Sep. 30, 2021$ / shares
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 9.91
Volatility	23.38%
Term	5 years 8 months 15 days
Risk-free rate	1.14%
Dividend yield	0.00%
At initial issuance [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 9.7
Term	6 years
Dividend yield	0.00%
Minimum [Member] | At initial issuance [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Volatility	16.82%
Risk-free rate	1.05%
Maximum [Member] | At initial issuance [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Volatility	17.02%
Risk-free rate	1.09%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($)	3 Months Ended	5 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Schedule of change in the fair value of the derivative warrant liabilities [Abstract]
Derivative warrant liabilities at beginning	$ 26,840,250
Issuance of Public and Private Warrants		21,160,000
Loss upon issuance of Private Warrants		2,175,000
Transfer of Public Warrants to Level 1	(11,471,250)
Change in fair value of derivative warrant liabilities	2,985,510	3,505,250
Derivative warrant liabilities at ending	$ 18,354,510	$ 26,840,250