Corner Growth Acquisition Corp. 2 (TRON) 10-Q 19 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	8 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity Registrant Name	CORNER GROWTH ACQUISITION CORP. 2
Entity Incorporation, State or Country Code	KY
Entity File Number	001-40510
Entity Tax Identification Number	98-1582723
Entity Address, Address Line One	251 Lytton Avenue, Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94301
City Area Code	650
Local Phone Number	543-8180
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001847513
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	TRONU
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	TRON
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		18,500,000
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,625,000
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	TRONW
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets
Cash	$ 1,734,248
Prepaid expenses	985,791
Total current assets	2,720,039
Cash and marketable securities held in trust account	185,015,531
Total Assets	187,735,570
Current liabilities
Accounts payable	3,673
Offering costs payable	117,350
Accrued expenses	225,000
Total current liabilities	346,023
Warrant liabilities	11,449,531
Deferred underwriting fee payable	6,475,000
Total Liabilities	18,270,554
COMMITMENTS
Class A ordinary shares subject to possible redemption, 18,500,000 shares at redemption value of $10.00	185,000,000
Shareholders' Equity
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(15,535,447)
Total Shareholders' Deficit	(15,534,984)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS' DEFICIT	187,735,570
Class B Ordinary Shares
Shareholders' Equity
Common Stock, Value, Issued	$ 463

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Class A Ordinary Shares
Temporary equity shares outstanding	18,500,000
Temporary equity par or stated value | $ / shares	$ 10
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	300,000,000
Common stock shares issued	0
Common stock shares outstanding	0
Class B Ordinary Shares
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	30,000,000
Common stock shares issued	4,625,000
Common stock shares outstanding	4,625,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ (591,048)	$ (677,633)
Loss from operations	(591,048)	(677,633)
Other Income (loss):
Unrealized gain (loss) on marketable securities held in trust account	20,757	15,531
Transaction costs allocated to warrant liabilities		(448,003)
Change in fair value of warrant liabilities	1,716,908	1,766,408
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares
Net income	$ 1,146,617	$ 656,303
Class A Ordinary Shares
Denominator: Weighted Average Redeemable Class A and Class B Ordinary Shares
Basic weighted average shares outstanding	18,500,000	8,019,313
Diluted weighted average shares outstanding	18,500,000	8,019,313
Basic net income per share	$ 0.05	$ 0.05
Diluted net income per share	$ 0.05	$ 0.05
Class B Ordinary Shares
Denominator: Weighted Average Redeemable Class A and Class B Ordinary Shares
Basic weighted average shares outstanding	4,625,000	4,625,000
Diluted weighted average shares outstanding	4,625,000	4,625,000
Basic net income per share	$ 0.05	$ 0.05
Diluted net income per share	$ 0.05	$ 0.05

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Class A common stockCommon Stock	Class B Ordinary SharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Feb. 10, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 10, 2021	0	0
Issuance of Class B Ordinary shares to initial shareholders		$ 503	24,497		25,000
Issuance of Class B Ordinary shares to initial shareholders (in shares)		5,031,250
Net income				(10,368)	(10,368)
Ending balance at Mar. 31, 2021		$ 503	24,497	(10,368)	14,632
Ending balance (in shares) at Mar. 31, 2021		5,031,250
Forfeiture of Class B Ordinary shares by initial shareholders		$ (40)	40
Forfeiture of Class B Ordinary shares by initial shareholders (in shares)		(406,250)
Remeasurement of Class A ordinary shares subject to redemption			(1,509,537)	(16,191,750)	(17,701,287)
Excess cash received over fair value of Private Placement Warrants			$ 1,485,000		1,485,000
Net income				(479,946)	(479,946)
Ending balance at Jun. 30, 2021		$ 463		(16,682,064)	(16,681,602)
Ending balance (in shares) at Jun. 30, 2021		4,625,000
Net income				1,146,617	1,146,617
Ending balance at Sep. 30, 2021		$ 463		$ (15,535,447)	$ (15,534,984)
Ending balance (in shares) at Sep. 30, 2021		4,625,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	8 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities
Net income	$ 656,303
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account	(15,531)
Transaction costs allocated to warrant liabilities	448,003
Change in fair value of warrant liabilities	(1,766,408)
Changes in operating assets and liabilities:
Accounts payable	3,673
Accrued expenses	225,000
Prepaid expenses	(985,791)
Net cash used in operating activities	(1,434,751)
Cash Flows from Investing Activities
Investment of cash in Trust Account	(185,000,000)
Net cash used in investing activities	(185,000,000)
Cash Flows from Financing Activities
Proceeds from promissory note-related party	100,000
Payment of promissory note-related party	(100,000)
Proceeds from issuance of Class B ordinary shares to initial shareholders	25,000
Proceeds from sale of Units, net of underwriting discounts paid	181,300,000
Proceeds from sale of Private Placement Warrants	7,425,000
Payment of offering costs	(581,001)
Net cash provided by financing activities	188,168,999
Net change in cash	1,734,248
Cash at end of the period	1,734,248
Non-cash investing and financing activities:
Initial classification of ordinary shares subject to possible redemption	185,000,000
Deferred underwriting fee	6,475,000
Initial classification of warrant liabilities	13,215,939
Offering costs payable	$ 117,350

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	8 Months Ended
	Sep. 30, 2021
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Corner Growth Acquisition Corp. 2 (the “Company”), was incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. 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 through September 30, 2021 relates to the Company’s formation, its initial public offering described below (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for initial Business Combination candidates. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (expenses). The Company has selected December 31 as its fiscal year end. The registration statements for the Company’s Initial Public Offering was declared effective on June 16, 2021. On June 21, 2021, the Company consummated the Initial Public Offering of 18,500,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 1,000,000 Units, at $10.00 per Unit, generating gross proceeds of $185,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,950,000 warrants (the “Private Placement Warrants”) (including 133,333 Private Placement Warrants purchased in connection with the partial exercise of the underwriter’s over-allotment option) at a price of $1.50 per Private Placement Warrant in a private placement (the “Private Placement”) to CGA Sponsor 2, LLC (the “Sponsor”), generating gross proceeds of $7,425,000, which is described in Note 5. Transaction costs amounted to $10,873,351, consisting of $3,700,000 of underwriting discount, $6,475,000 of deferred underwriting discount, and $698,351 of other offering costs. Following the closing of the Initial Public Offering on June 21, 2021, an amount of $185,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). 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 underwriter (as discussed in Note 6). These Public Shares were 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.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “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 transactions 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 its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, in connection with the completion of a Business Combination, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of September 30, 2021, the Company had $1,734,248 in its operating bank accounts, $185,015,531 in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $2,374,016. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, 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 to pay 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.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	8 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. ASC 480 paragraph 10-S99 provides that redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold,its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these condensed consolidated financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. 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 share pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts are material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impact to the balance sheet as of March 31, 2021, the balance sheet as of June 21, 2021 and the balance sheet as of June 30, 2021 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ As of June 21, 2021 As Reported Adjustment As Restated ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ 163,312,290 ​ 21,687,710 185,000,000 Class A ordinary shares, $0.001 par value ​ 217 ​ (217) — Class B ordinary shares, $0.001 par value ​ 463 ​ — 463 Additional Paid in Capital ​ 5,479,447 ​ (5,479,447) — Accumulated Deficit ​ (480,120) ​ (16,208,046) (16,688,166) Total Shareholders’ Equity ​ 5,000,007 ​ (21,687,710) (16,687,703) Number of Class A ordinary shares subject to redemption ​ 16,331,230 ​ 2,168,770 18,500,000 ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 As Reported Adjustment As Restated ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ 163,318,390 ​ 21,681,610 ​ 185,000,000 Class A ordinary shares, $0.001 par value ​ 217 ​ (217) ​ — Class B ordinary shares, $0.001 par value ​ 463 ​ — ​ 463 Additional Paid in Capital 5,489,643 (5,489,643) — Accumulated Deficit (490,315) (16,191,750) (16,682,065) Total Shareholders' Equity 5,000,008 (21,681,610) (16,681,602) Number of Class A ordinary shares subject to redemption 16,331,840 2,168,160 18,500,000 ​ The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A common stock (redeemable) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 ​ As Reported Adjustment As Restated Net income ​ $ (479,947) ​ $ — ​ $ (479,947) Weighted average shares outstanding ​ 16,331,229 ​ $ (14,298,262) ​ 2,032,967 Basic and diluted earnings per share ​ $ — ​ $ (0.07) ​ $ (0.07) Form 10-Q (June 30, 2021) - February 10, 2021 (inception) to June 30, 2021 ​ ​ ​ Net income ​ $ (490,315) ​ $ — ​ $ (490,315) Weighted average shares outstanding ​ 16,331,229 ​ $ (15,019,172) ​ 1,312,057 Basic and diluted earnings per share ​ $ — ​ $ (0.08) ​ $ (0.08) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B common stock (non-redeemable) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 ​ As Reported Adjustment As Restated Net income ​ $ (479,947) ​ $ — ​ $ (479,947) Weighted average shares outstanding ​ 4,632,557 ​ $ (7,557) ​ 4,625,000 Basic and diluted earnings per share ​ $ (0.10) ​ $ 0.03 ​ $ (0.07) Form 10-Q (June 30, 2021) - February 10, 2021 (inception) to June 30, 2021 ​ ​ ​ Net income ​ $ (490,315) ​ $ — ​ $ (490,315) Weighted average shares outstanding ​ 4,511,162 ​ $ 113,838 ​ 4,625,000 Basic and diluted earnings per share ​ $ (0.11) ​ $ 0.03 ​ $ (0.08) ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 21, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 6, 2021. The interim results for the three months ended September 30, 2021 and the period from February 10, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills in U.S. based trust accounts at UBS Financial Services Inc., with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. Warrant Liabilities The Company accounts for its Public Warrants (as defined below) and its Private Placement warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Ordinary Shares Subject to Possible Redemption At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 185,000,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,275,939) Offering costs allocated to Class A common stock subject to possible redemption ​ (10,425,348) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 17,701,287 Class A common stock subject to possible redemption ​ $ 185,000,000 ​ The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. 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 of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Following the consummation of the Initial Public Offering, deferred offering costs and issuance costs incurred in connection with the Initial Public Offering were allocated to the Public Shares, Public Warrants (as defined below), and Private Placement Warrants based on their relative fair values. Issuance costs attributed to the Public Warrants and Private Placement Warrants were charged to operations while issuance costs not allocated to these warrants were charged to shareholders’ equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income or Loss Per Ordinary Share Net income or loss per share is computed by dividing net income or loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,116,050 Class A ordinary shares in the calculation of diluted income or loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. 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 following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ February 10, 2021 (inception) ​ September 30, 2021 through September 30, 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 917,294 ​ $ 229,323 ​ $ 416,242 ​ $ 240,061 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 18,500,000 ​ ​ 4,625,000 ​ ​ 8,019,313 ​ ​ 4,625,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company has elected to early adopt ASU 2020-06, and complied with ASU 2020-06 since its inception on February 10, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its financial statements 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 financial statement. The unaudited interim condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 18,500,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 1,000,000 Units. Each Unit consists of one Class A ordinary share and one-third Following the closing of the Initial Public Offering on June 21, 2021, $185,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") and is invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 18, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In March 2021, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s three independent directors. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 6. As a result of the underwriter’s election to partially exercise their over-allotment option, 406,250 Founder Shares were forfeited for no consideration on June 24, 2021, resulting in 4,625,000 Class B ordinary shares outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization 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. ​ Promissory Note – Related Party On February 24, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. As of September 30, the Company has no amount outstanding under the Promissory Note. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants (including 133,333 Private Placement Warrants purchased in connection with the partial exercise of the underwriter’s over-allotment option) at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,425,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The 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. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of September 30, 2021, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on June 16, 2021, the Company has agreed to pay the Sponsor (A) a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of the Company’s completion of the initial Business Combination or the Company’s liquidation (the “Termination Date”) and (B) on the Termination Date, an amount equal to $480,000 less the actual amount paid under the Administrative Services Agreement. For the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, the Company incurred $120,000 and $140,000 in fees for these services, respectively.

Commitments

Commitments	8 Months Ended
	Sep. 30, 2021
Commitments
Commitments	Note 6 — Commitments Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit sold in the Initial Public Offering, or $6,475,000 in the aggregate. 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.

Warrant Liabilities

Warrant Liabilities	8 Months Ended
	Sep. 30, 2021
Warrant Liabilities
Warrant Liabilities	Note 7 — Warrant Liabilities The Company has accounted for the 11,116,666.67 warrants issued in connection with the Initial Public Offering (comprised of 6,166,666.67 Public Warrants and 4,950,000 Private Placement Warrants) in accordance with the guidance contained in AC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. 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 at $11.50 per share 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 warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a post-effective amendment to the registration statement for the Initial Public Offering or a new 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. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. 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 of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except 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 reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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. In addition, once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event are the warrants to be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event is the Company to be required to net cash settle any Warrants. If the Company is unable to complete the initial 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 respect to such warrants. Accordingly, the warrants may expire worthless.

Shareholders' Equity

Shareholders' Equity	8 Months Ended
	Sep. 30, 2021
Shareholders' Equity
Shareholders' Equity	Note 8 — Shareholders’ Equity Preference Shares outstanding Class A Ordinary Shares Class B Ordinary Shares outstanding 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 or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2021 Assets: ​ Cash and Marketable securities held in trust account 1 ​ $ 185,015,531 ​ At September 30, 2021, $125 of the balance held in the Trust Account was held in cash. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 21, 2021 (the initial valuation date) and at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level June 21, 2021 2021 Liabilities: ​ ​ Warrant Liability – Public Warrants 3 ​ $ 7,275,939 ​ $ 6,351,031 Warrant Liability – Private Placement Warrants 3 ​ $ 5,940,000 ​ $ 5,098,500 Total Warrant Liabilities ​ ​ ​ $ 13,215,939 ​ $ 11,449,531 ​ The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at the initial valuation date (June 21, 2021) and on a recurring basis, with changes in fair value presented within change in fair value of the warrant liabilities in the statement of operations. The Warrants are measured at fair value on a recurring basis. The measurement of fair value of the Public Warrants and the Private Placement Warrants as of September 30, 2021 are classified as Level 3 due to the use of unobservable inputs in a Monte Carlo simulation model. As of September 30, 2021, the Public Warrants and Private Placement Warrants were determined to be $1.03 and $1.03, respectively, per warrant for aggregate values of $6,351,031 and $5,098,500, respectively. The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of June 21, 2021 (initial valuation) ​ $ 5,940,000 ​ $ 7,275,939 ​ $ 13,215,939 Change in valuation inputs or other assumptions ​ (841,500) ​ (924,908) ​ (1,766,408) Fair value as of September 30, 2021 ​ $ 5,098,500 ​ $ 6,351,031 ​ $ 11,449,531 ​ ​ The key inputs for the Monte Carlo simulation model for the Public Warrants and the Private Placement warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At June 21, 2021 ​ ​ ​ ​ (Initial ​ At September 30, 2021 ​ ​ Measurement) ​ ​ ​ Input ​ ​ ​ Risk-free interest rate ​ 0.9 % ​ 0.98 % Expected term (years) ​ 5 ​ 5 ​ Expected volatility ​ 21 % ​ 17 % Exercise price ​ $ 11.5 ​ $ 11.5 ​ Fair value of the ordinary share price ​ $ 10 ​ $ 10 ​ Redemption threshold price ​ $ 18 ​ $ 18 ​ Redemption threshold days ​ 20 days within any 30-day period ​ 20 days within any 30-day period ​ Redemption price ​ $ 0.01 ​ $ 0.01 ​ ​ Level 3 financial liabilities consist of the Public Warrant and Private Placement Warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

Subsequent Events

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

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 21, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 6, 2021. The interim results for the three months ended September 30, 2021 and the period from February 10, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills in U.S. based trust accounts at UBS Financial Services Inc., with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income.
Warrant Liabilities	Warrant Liabilities The Company accounts for its Public Warrants (as defined below) and its Private Placement warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 185,000,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,275,939) Offering costs allocated to Class A common stock subject to possible redemption ​ (10,425,348) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 17,701,287 Class A common stock subject to possible redemption ​ $ 185,000,000 ​ The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 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.
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Following the consummation of the Initial Public Offering, deferred offering costs and issuance costs incurred in connection with the Initial Public Offering were allocated to the Public Shares, Public Warrants (as defined below), and Private Placement Warrants based on their relative fair values. Issuance costs attributed to the Public Warrants and Private Placement Warrants were charged to operations while issuance costs not allocated to these warrants were charged to shareholders’ equity.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income or Loss Per Ordinary Share	Net Income or Loss Per Ordinary Share Net income or loss per share is computed by dividing net income or loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,116,050 Class A ordinary shares in the calculation of diluted income or loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. 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 following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ February 10, 2021 (inception) ​ September 30, 2021 through September 30, 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 917,294 ​ $ 229,323 ​ $ 416,242 ​ $ 240,061 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 18,500,000 ​ ​ 4,625,000 ​ ​ 8,019,313 ​ ​ 4,625,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company has elected to early adopt ASU 2020-06, and complied with ASU 2020-06 since its inception on February 10, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its financial statements 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 financial statement. The unaudited interim condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	8 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Summary of effect of the restatement of previously issued financial statements	The impact to the balance sheet as of March 31, 2021, the balance sheet as of June 21, 2021 and the balance sheet as of June 30, 2021 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ As of June 21, 2021 As Reported Adjustment As Restated ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ 163,312,290 ​ 21,687,710 185,000,000 Class A ordinary shares, $0.001 par value ​ 217 ​ (217) — Class B ordinary shares, $0.001 par value ​ 463 ​ — 463 Additional Paid in Capital ​ 5,479,447 ​ (5,479,447) — Accumulated Deficit ​ (480,120) ​ (16,208,046) (16,688,166) Total Shareholders’ Equity ​ 5,000,007 ​ (21,687,710) (16,687,703) Number of Class A ordinary shares subject to redemption ​ 16,331,230 ​ 2,168,770 18,500,000 ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 As Reported Adjustment As Restated ​ ​ ​ ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ 163,318,390 ​ 21,681,610 ​ 185,000,000 Class A ordinary shares, $0.001 par value ​ 217 ​ (217) ​ — Class B ordinary shares, $0.001 par value ​ 463 ​ — ​ 463 Additional Paid in Capital 5,489,643 (5,489,643) — Accumulated Deficit (490,315) (16,191,750) (16,682,065) Total Shareholders' Equity 5,000,008 (21,681,610) (16,681,602) Number of Class A ordinary shares subject to redemption 16,331,840 2,168,160 18,500,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A common stock (redeemable) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 ​ As Reported Adjustment As Restated Net income ​ $ (479,947) ​ $ — ​ $ (479,947) Weighted average shares outstanding ​ 16,331,229 ​ $ (14,298,262) ​ 2,032,967 Basic and diluted earnings per share ​ $ — ​ $ (0.07) ​ $ (0.07) Form 10-Q (June 30, 2021) - February 10, 2021 (inception) to June 30, 2021 ​ ​ ​ Net income ​ $ (490,315) ​ $ — ​ $ (490,315) Weighted average shares outstanding ​ 16,331,229 ​ $ (15,019,172) ​ 1,312,057 Basic and diluted earnings per share ​ $ — ​ $ (0.08) ​ $ (0.08) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B common stock (non-redeemable) Form 10-Q (June 30, 2021) - three months ended June 30, 2021 ​ As Reported Adjustment As Restated Net income ​ $ (479,947) ​ $ — ​ $ (479,947) Weighted average shares outstanding ​ 4,632,557 ​ $ (7,557) ​ 4,625,000 Basic and diluted earnings per share ​ $ (0.10) ​ $ 0.03 ​ $ (0.07) Form 10-Q (June 30, 2021) - February 10, 2021 (inception) to June 30, 2021 ​ ​ ​ Net income ​ $ (490,315) ​ $ — ​ $ (490,315) Weighted average shares outstanding ​ 4,511,162 ​ $ 113,838 ​ 4,625,000 Basic and diluted earnings per share ​ $ (0.11) ​ $ 0.03 ​ $ (0.08)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of basic and diluted net loss per share	The following table reflects the calculation of basic and diluted net loss per share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ February 10, 2021 (inception) ​ September 30, 2021 through September 30, 2021 ​ Class A Class B Class A ​ Class B Basic and diluted net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 917,294 ​ $ 229,323 ​ $ 416,242 ​ $ 240,061 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ ​ 18,500,000 ​ ​ 4,625,000 ​ ​ 8,019,313 ​ ​ 4,625,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per ordinary share ​ $ 0.05 ​ $ 0.05 ​ $ 0.05 ​ $ 0.05
Summary of reconciliation of ordinary shares subject to possible redemption	At September 30, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 185,000,000 Less: ​ Fair value of Public Warrants at issuance ​ (7,275,939) Offering costs allocated to Class A common stock subject to possible redemption ​ (10,425,348) Plus: ​ Accretion on Class A common stock subject to possible redemption amount ​ 17,701,287 Class A common stock subject to possible redemption ​ $ 185,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Summary of Fair Value Assets Measured On Recurring Basis	​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2021 Assets: ​ Cash and Marketable securities held in trust account 1 ​ $ 185,015,531
Summary of Fair Value Liabilities Measured On Recurring Basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level June 21, 2021 2021 Liabilities: ​ ​ Warrant Liability – Public Warrants 3 ​ $ 7,275,939 ​ $ 6,351,031 Warrant Liability – Private Placement Warrants 3 ​ $ 5,940,000 ​ $ 5,098,500 Total Warrant Liabilities ​ ​ ​ $ 13,215,939 ​ $ 11,449,531
Summary of fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of June 21, 2021 (initial valuation) ​ $ 5,940,000 ​ $ 7,275,939 ​ $ 13,215,939 Change in valuation inputs or other assumptions ​ (841,500) ​ (924,908) ​ (1,766,408) Fair value as of September 30, 2021 ​ $ 5,098,500 ​ $ 6,351,031 ​ $ 11,449,531
Summary of initial measurement of key inputs for Private Placement Warrants and Public Warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At June 21, 2021 ​ ​ ​ ​ (Initial ​ At September 30, 2021 ​ ​ Measurement) ​ ​ ​ Input ​ ​ ​ Risk-free interest rate ​ 0.9 % ​ 0.98 % Expected term (years) ​ 5 ​ 5 ​ Expected volatility ​ 21 % ​ 17 % Exercise price ​ $ 11.5 ​ $ 11.5 ​ Fair value of the ordinary share price ​ $ 10 ​ $ 10 ​ Redemption threshold price ​ $ 18 ​ $ 18 ​ Redemption threshold days ​ 20 days within any 30-day period ​ 20 days within any 30-day period ​ Redemption price ​ $ 0.01 ​ $ 0.01 ​

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($)	Jun. 21, 2021	Sep. 30, 2021	Jun. 30, 2021
Entity incorporation, date of incorporation		Feb. 10, 2021
Proceeds from issuance of warrants		$ 7,425,000
Transaction Costs		10,873,351
Sale Of Stock Underwriting Fees		3,700,000
Deferred Underwriting Compensation Noncurrent		6,475,000
Sale Of Stock, Other Offering Costs		$ 698,351
Share price		$ 10
Percentage of redeeming shares of public shares without the company's prior written consent		15.00%
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Lock in period for redemption of public shares after closing of IPO		12 months
Threshold business days for redemption of public shares		10 days
Dissolution expense		$ 100,000
Cash		1,734,248
Assets held-in-trust		185,015,531
Working capital (deficit)		2,374,016
Minimum
Net tangible assets required for consummation of business combination		$ 5,000,001
Sponsor | Private Placement Warrants
Class of warrants and rights issued, price per warrant	$ 1.50
IPO
Class of warrants and rights issued during the period	11,116,666.67
IPO | Private Placement Warrants
Class of warrants and rights issued during the period	4,950,000
IPO | Sponsor | Private Placement Warrants
Class of warrants and rights issued during the period	4,950,000
Class of warrants and rights issued, price per warrant	$ 1.50
Proceeds from issuance of warrants	$ 7,425,000
Over-Allotment Option | Sponsor | Private Placement Warrants
Class of warrants and rights issued during the period	133,333
Class A Ordinary Shares
Common stock par or stated value per share	$ 0.001	$ 0.0001	$ 0.001
Class A Ordinary Shares | IPO
Stock issued during period shares	18,500,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 185,000,000
Common stock par or stated value per share	$ 0.0001
Restricted investments term	185 days
Class A Ordinary Shares | Over-Allotment Option
Stock issued during period shares	1,000,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Jun. 21, 2021	Mar. 31, 2021	Feb. 10, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets	$ 5,000,001			$ 5,000,001
UNAUDITED CONDENSED BALANCE SHEET
Class A ordinary shares subject to possible redemption	185,000,000			185,000,000
Accumulated Deficit	(15,535,447)	$ (16,682,065)	$ (16,682,065)	(15,535,447)	$ (16,688,166)
Total Shareholders' Deficit	$ (15,534,984)	$ (16,681,602)	$ (16,681,602)	$ (15,534,984)	$ (16,687,703)	$ 14,632	$ 0
Number of Class A ordinary shares subject to redemption		18,500,000	18,500,000		18,500,000
Class A Ordinary Shares
UNAUDITED CONDENSED BALANCE SHEET
Number of Class A ordinary shares subject to redemption	18,500,000			18,500,000
Common stock par or stated value per share	$ 0.0001	$ 0.001	$ 0.001	$ 0.0001	$ 0.001
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Net income		$ (479,947)	$ (490,315)
Basic weighted average shares outstanding	18,500,000	2,032,967	1,312,057	8,019,313
Diluted weighted average shares outstanding	18,500,000	2,032,967	1,312,057	8,019,313
Basic net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Diluted net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Class B Ordinary Shares
UNAUDITED CONDENSED BALANCE SHEET
Ordinary shares, $0.0001 par value	$ 463	$ 463	$ 463	$ 463	$ 463
Common stock par or stated value per share	$ 0.0001	$ 0.001	$ 0.001	$ 0.0001	$ 0.001
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Net income		$ (479,947)	$ (490,315)
Basic weighted average shares outstanding	4,625,000	4,625,000	4,625,000	4,625,000
Diluted weighted average shares outstanding	4,625,000	4,625,000	4,625,000	4,625,000
Basic net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Diluted net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Restatement of redeemable common stock as temporary equity
UNAUDITED CONDENSED BALANCE SHEET
Class A ordinary shares subject to possible redemption		$ 185,000,000	$ 185,000,000		$ 185,000,000
As Reported
UNAUDITED CONDENSED BALANCE SHEET
Additional paid-in capital		5,489,643	5,489,643		5,479,447
Accumulated Deficit		(490,315)	(490,315)		(480,120)
Total Shareholders' Deficit		$ 5,000,008	$ 5,000,008		$ 5,000,007
Number of Class A ordinary shares subject to redemption		16,331,840	16,331,840		16,331,230
As Reported | Class A Ordinary Shares
UNAUDITED CONDENSED BALANCE SHEET
Ordinary shares, $0.0001 par value		$ 217	$ 217		$ 217
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Net income		$ (479,947)	$ (490,315)
Basic weighted average shares outstanding		16,331,229	16,331,229
Diluted weighted average shares outstanding		16,331,229	16,331,229
Diluted net income per share		$ 0	$ 0
As Reported | Class B Ordinary Shares
UNAUDITED CONDENSED BALANCE SHEET
Ordinary shares, $0.0001 par value		$ 463	$ 463		463
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Net income		$ (479,947)	$ (490,315)
Basic weighted average shares outstanding		4,632,557	4,511,162
Diluted weighted average shares outstanding		4,632,557	4,511,162
Basic net income per share		$ (0.10)	$ (0.11)
Diluted net income per share		$ (0.10)	$ (0.11)
As Reported | Restatement of redeemable common stock as temporary equity
UNAUDITED CONDENSED BALANCE SHEET
Class A ordinary shares subject to possible redemption		$ 163,318,390	$ 163,318,390		163,312,290
Adjustment
UNAUDITED CONDENSED BALANCE SHEET
Additional paid-in capital		(5,489,643)	(5,489,643)		(5,479,447)
Accumulated Deficit		(16,191,750)	(16,191,750)		(16,208,046)
Total Shareholders' Deficit		$ (21,681,610)	$ (21,681,610)		$ (21,687,710)
Number of Class A ordinary shares subject to redemption		2,168,160	2,168,160		2,168,770
Adjustment | Class A Ordinary Shares
UNAUDITED CONDENSED BALANCE SHEET
Ordinary shares, $0.0001 par value		$ (217)	$ (217)		$ (217)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Net income		$ 0	$ 0
Basic weighted average shares outstanding		(14,298,262)	(15,019,172)
Diluted weighted average shares outstanding		(14,298,262)	(15,019,172)
Basic net income per share		$ (0.07)	$ (0.08)
Diluted net income per share		$ (0.07)	$ (0.08)
Adjustment | Class B Ordinary Shares
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Basic weighted average shares outstanding		(7,557)	113,838
Diluted weighted average shares outstanding		(7,557)	113,838
Basic net income per share		$ 0.03	$ 0.03
Diluted net income per share		$ 0.03	$ 0.03
Adjustment | Restatement of redeemable common stock as temporary equity
UNAUDITED CONDENSED BALANCE SHEET
Class A ordinary shares subject to possible redemption		$ 21,681,610	$ 21,681,610		$ 21,687,710

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details)	8 Months Ended
	Sep. 30, 2021USD ($)shares
FDIC insured	$ 250,000
Unrecognized tax benefits	0
Accrued for interest and penalties	$ 0
Warrant
Antidilutive securities excluded from computation of earnings per share | shares	11,116,050

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Details) - 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
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares
Allocation of net income (loss)	$ 917,294			$ 416,242
Denominator:
Basic weighted average shares outstanding	18,500,000	2,032,967	1,312,057	8,019,313
Diluted weighted average shares outstanding	18,500,000	2,032,967	1,312,057	8,019,313
Basic net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Diluted net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Class B Ordinary Shares
Numerator: Net Income allocable to Redeemable Class A and Class B Ordinary shares
Allocation of net income (loss)	$ 229,323			$ 240,061
Denominator:
Basic weighted average shares outstanding	4,625,000	4,625,000	4,625,000	4,625,000
Diluted weighted average shares outstanding	4,625,000	4,625,000	4,625,000	4,625,000
Basic net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05
Diluted net income per share	$ 0.05	$ (0.07)	$ (0.08)	$ 0.05

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Class A Ordinary Shares Subject to Possible Redemption (Details)	8 Months Ended
	Sep. 30, 2021USD ($)
Summary of Significant Accounting Policies
Gross proceeds	$ 185,000,000
Fair value of Public Warrants at issuance	(7,275,939)
Offering costs allocated to Class A common stock subject to possible redemption	(10,425,348)
Accretion on Class A common stock subject to possible redemption amount	17,701,287
Class A common stock subject to possible redemption	$ 185,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Jun. 21, 2021	Sep. 30, 2021
Public Warrants
Exercise price of warrant		$ 11.50
Class A Ordinary Shares | IPO
Stock issued during period shares	18,500,000
Shares issued price per share	$ 10
Net proceeds from issuance of IPO	$ 185,000,000
Class A Ordinary Shares | IPO | Public Warrants
Stock conversion basis	0.33
Shares issuable per warrant	1
Exercise price of warrant	$ 11.50
Class A Ordinary Shares | Over-Allotment Option
Stock issued during period shares	1,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jun. 24, 2021	Jun. 21, 2021	Feb. 24, 2021	Feb. 18, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Jun. 30, 2021
Number of consecutive trading days for determining share price							20 days
Number of trading days for determining share price							30 days
Threshold number of trading days for determining share price from date of business combination							150 days
Proceeds from issuance of warrants							$ 7,425,000
Minimum lock In period for transfer, assign or sell warrants after completion of IPO							30 days
Working Capital Loan
Debt instrument convertible into warrants						$ 1,500,000	$ 1,500,000
Debt instrument conversion price						$ 1.50	$ 1.50
Due to related parties current						$ 0	$ 0
Promissory Note With Related Party
Maximum borrowing capacity of related party promissory note			$ 300,000
Outstanding balance from the Related Party						0	0
Sponsor | Administrative Support Agreement
Related party transaction, amounts of transaction							40,000
Maximum threshold on administrative support expense						480,000	480,000
Expenses from transactions with related party						$ 120,000	$ 140,000
Sponsor | Private Placement Warrants
Class of warrants and rights issued, price per warrant		$ 1.50
Sponsor | Share Price More Than Or Equals To USD Twelve
Share transfer, trigger price per share.						$ 12	$ 12
Founder Shares | Sponsor
Restrictions on transfer period of time after business combination completion							1 year
Class B Ordinary Shares
Common stock par or stated value per share		0.001				$ 0.0001	$ 0.0001	$ 0.001
Common stock shares issued						4,625,000	4,625,000
Common stock shares outstanding						4,625,000	4,625,000
Class B Ordinary Shares | Sponsor
Number of founder shares transferred					50,000
Class B Ordinary Shares | Founder Shares | Sponsor
Stock shares issued during the period for services value				$ 25,000
Shares issued price per share				$ 0.005
Stock issued during period, shares, issued for services				5,031,250
Common stock par or stated value per share				$ 0.0001
Common stock shares outstanding	4,625,000
Stock forfeited during period, shares	406,250
Consideration for stock forfeited	$ 0
Class A Ordinary Shares
Common stock par or stated value per share		$ 0.001				$ 0.0001	$ 0.0001	$ 0.001
Common stock shares issued						0	0
Common stock shares outstanding						0	0
IPO
Class of warrants and rights issued during the period		11,116,666.67
IPO | Private Placement Warrants
Class of warrants and rights issued during the period		4,950,000
IPO | Sponsor | Private Placement Warrants
Class of warrants and rights issued during the period		4,950,000
Class of warrants and rights issued, price per warrant		$ 1.50
Proceeds from issuance of warrants		$ 7,425,000
Shares issuable per warrant		1
IPO | Class B Ordinary Shares | Sponsor
Exercise price of warrant		$ 11.50
IPO | Class A Ordinary Shares
Shares issued price per share		10
Common stock par or stated value per share		$ 0.0001
Over-Allotment Option | Sponsor | Private Placement Warrants
Class of warrants and rights issued during the period		133,333

Commitments - Additional Inform

Commitments - Additional Information (Details)	8 Months Ended
	Sep. 30, 2021USD ($)item$ / shares
Commitments
Maximum number of demands for registration of securities | item	3
Deferred underwriting fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable noncurrent | $	$ 6,475,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Details) - $ / shares	Jun. 21, 2021	Sep. 30, 2021
Minimum lock In period to become effective after the closing of the initial Business Combination		5 years
Number of consecutive trading days for determining share price		20 days
Share Price		$ 10
Percentage of capital raised for business combination to total equity proceeds		60.00%
Class of warrants, redemption notice period		10 days
Number of trading days for determining share price		30 days
Share Price More Than Or Equals To $18.00
Number of consecutive trading days for determining share price		20 days
Share Price		$ 18
Class of warrant or right, redemption price adjustment percentage		180.00%
Class of warrants, redemption price per unit		$ 0.01
Class of warrants, redemption notice period		30 days
Number of trading days for determining share price		30 days
Share Price Less Than Or Equals To $18.00
Number of consecutive trading days for determining share price		20 days
Share Price		$ 18
Class of warrants, redemption price per unit		$ 0.10
Class of warrants, redemption notice period		30 days
Number of trading days for determining share price		30 days
Common Stock | Share Price Less Than Or Equals To $9.20
Class of warrant or right, redemption price adjustment percentage		115.00%
Common Stock | Share Price Less Than Or Equals To $18.00
Share Price		$ 10
Public Warrants
Exercise price of warrant		$ 11.50
Warrants exercisable term from the date of completion of business combination		30 days
Minimum lock In period For SEC Registration From Date Of Business Combination		15 days
Minimum lock In period to become effective after the closing of the initial Business Combination		60 days
Class A Ordinary Shares | Share Price Less Than Or Equals To $18.00
Share Price		$ 10
Class of warrants, redemption notice period		30 days
Number of trading days for determining share price		20 days
Class A Ordinary Shares | Common Stock
Number of consecutive trading days for determining share price		10 days
Share Price		$ 9.20
Fair market value per share		$ 0.361
IPO
Class of warrants and rights issued during the period	11,116,666.67
IPO | Public Warrants
Class of warrants and rights issued during the period	6,166,666.67
IPO | Private Placement Warrants
Class of warrants and rights issued during the period	4,950,000
IPO | Class A Ordinary Shares | Public Warrants
Exercise price of warrant	$ 11.50

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Details) - $ / shares	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 21, 2021
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Class A Ordinary Shares
Shares authorized, including temporary equity	18,500,000
Common stock shares authorized	300,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.001	$ 0.001
Common stock shares issued	0
Common stock shares outstanding	0
Class B Ordinary Shares
Common stock shares authorized	30,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.001	$ 0.001
Common stock shares issued	4,625,000
Common stock shares outstanding	4,625,000
Common stock, voting rights	one
Minimum percentage of common stock to be held after conversion of shares	20.00%

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	Sep. 30, 2021USD ($)$ / shares
Public Warrants
Aggregate value of warrants outstanding	$ 6,351,031
Public Warrants | Measurement Input, Share Price
Aggregate value of warrants outstanding per share | $ / shares	$ 1.03
Private Placement Warrants
Aggregate value of warrants outstanding	$ 5,098,500
Private Placement Warrants | Measurement Input, Share Price
Aggregate value of warrants outstanding per share | $ / shares	$ 1.03
Cash
Assets held-in-trust, current	$ 125

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis (Details)	Sep. 30, 2021USD ($)
Cash and Marketable securities held in trust account | Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	$ 185,015,531

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Liabilities Measured On Recurring Basis (Details) - Recurring - USD ($)	Sep. 30, 2021	Jun. 21, 2021	Jun. 20, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 11,449,531	$ 13,215,939	$ 13,215,939
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	6,351,031		7,275,939
Public Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	6,351,031	7,275,939
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	5,098,500		$ 5,940,000
Private Placement Warrants | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 5,098,500	$ 5,940,000

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Details) - USD ($)	3 Months Ended		8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in valuation inputs or other assumptions		$ (1,716,908)	$ (1,766,408)
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of June 21, 2020 (initial valuation)	$ 13,215,939
Change in valuation inputs or other assumptions	(1,766,408)
Fair value as of September 30, 2021	11,449,531	11,449,531	11,449,531
Public Warrants | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of June 21, 2020 (initial valuation)	7,275,939
Change in valuation inputs or other assumptions	(924,908)
Fair value as of September 30, 2021	6,351,031	6,351,031	6,351,031
Private Placement Warrants | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of June 21, 2020 (initial valuation)	5,940,000
Change in valuation inputs or other assumptions	(841,500)
Fair value as of September 30, 2021	$ 5,098,500	$ 5,098,500	$ 5,098,500

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details)	Sep. 30, 2021$ / shares	Jun. 21, 2021$ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of the ordinary share price	$ 10	$ 10
Redemption threshold price	$ 18	$ 18
Redemption threshold days	20 days	20 days
Redemption threshold consecutive days	30 days	30 days
Redemption price	$ 0.01	$ 0.01
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	0.98	0.9
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input term	5 years	5 years
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	17	21
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants initial measurement	11.5	11.5