Mobile Infrastructure (BEEP) 10-Q/A 1 Mar 22 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	7 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity Registrant Name	FIFTH WALL ACQUISITION CORP. III
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40415
Entity Tax Identification Number	98-1583957
Entity Address, Address Line One	6060 Center Drive
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Los Angeles
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	90045
City Area Code	310
Local Phone Number	853 8878
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001
Trading Symbol	FWAC
Security Exchange Name	NASDAQ
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	0001847874
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	true
Class A ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,407,000
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,875,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 845,146
Prepaid expenses	1,355,844
Total current assets	2,200,990
Investments held in Trust Account	275,005,727
Total Assets	277,206,717
Current liabilities:
Accounts payable	73,920
Accrued expenses	150,409
Total current liabilities	224,329
Deferred underwriting commissions	9,625,000
Total liabilities	9,849,329
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 shares issued and outstanding at redemption value of $10.00 per share	275,000,000
Shareholders' Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized none issued and outstanding
Accumulated deficit	(7,643,391)
Total shareholders' deficit	(7,642,612)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	277,206,717
Class A ordinary shares
Shareholders' Deficit:
Common stock	91
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 shares issued and outstanding at redemption value of $10.00 per share	275,000,000
Class B ordinary shares
Shareholders' Deficit:
Common stock	$ 688

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	7 Months Ended
	Sep. 30, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, shares issued	907,000
Common shares, shares outstanding	907,000
Shares issued price per share | $ / shares	$ 10
Class A ordinary shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares outstanding	28,407,000
Class B ordinary shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	6,875,000
Common shares, shares outstanding	6,875,000
Class A Common Stock Subject to Redemption
Common shares, par value, (per share) | $ / shares	$ 0.0001
Number of shares issued	27,500,000
Ordinary shares, shares subject to possible redemption	27,500,000
Ordinary shares, redemption value per share | $ / shares | $ / shares	$ 10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	7 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 330,781	$ 652,527
General and administrative expenses - related party	30,000	44,000
Loss from operations	(360,781)	(696,527)
Other income (expenses):
Income from investments held in Trust Account	5,727	5,727
Net loss	$ (355,054)	$ (690,800)
Class A ordinary shares
Other income (expenses):
Basic weighted average ordinary shares outstanding (in shares)	28,407,000	16,473,466
Diluted weighted average ordinary shares outstanding (in shares)	28,407,000	16,473,466
Earnings per share, Basic	$ (0.01)	$ (0.03)
Earnings per share, Diluted	$ (0.01)	$ (0.03)
Class B ordinary shares
Other income (expenses):
Basic weighted average ordinary shares outstanding (in shares)	6,875,000	6,612,443
Diluted weighted average ordinary shares outstanding (in shares)	6,875,000	6,612,443
Earnings per share, Basic	$ (0.01)	$ (0.03)
Earnings per share, Diluted	$ (0.01)	$ (0.03)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary sharesCommon Stock	Class A Common Stock Subject to Redemption	Class B ordinary sharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 18, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 18, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class A ordinary shares shares, gross			$ 719	24,281		25,000
Sale of Class A ordinary shares shares, gross			7,187,500
Net loss					(25,306)	(25,306)
Balance at the end at Mar. 31, 2021			$ 719	24,281	(25,306)	(306)
Balance at the end (in shares) at Mar. 31, 2021			7,187,500
Balance at the beginning at Feb. 18, 2021	$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Feb. 18, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss						(335,746)
Balance at the end at Jun. 30, 2021	$ 91		$ 719		(7,340,921)	(7,340,111)
Balance at the end (in shares) at Jun. 30, 2021	907,000		7,187,500
Balance at the beginning at Feb. 18, 2021	$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Feb. 18, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class A ordinary shares shares, gross		27,500,000
Net loss						(690,800)
Balance at the end at Sep. 30, 2021	$ 91		$ 688		(7,643,391)	(7,642,612)
Balance at the end (in shares) at Sep. 30, 2021	907,000		6,875,000
Balance at the beginning at Mar. 31, 2021			$ 719	24,281	(25,306)	(306)
Balance at the beginning (in shares) at Mar. 31, 2021			7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of private placement shares to Sponsor	$ 91			9,069,909		9,070,000
Sale of private placement shares to Sponsor (in shares)	907,000
Accretion of Class A ordinary shares subject to possible redemption amount				(9,094,190)	(7,005,176)	(16,099,366)
Net loss					(310,439)	(310,439)
Balance at the end at Jun. 30, 2021	$ 91		$ 719		(7,340,921)	(7,340,111)
Balance at the end (in shares) at Jun. 30, 2021	907,000		7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Class B ordinary shares			$ (31)	31
Forfeiture of Class B ordinary shares (in shares)			(312,500)
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital and accumulated deficit				$ (31)	52,584	52,553
Net loss					(355,054)	(355,054)
Balance at the end at Sep. 30, 2021	$ 91		$ 688		$ (7,643,391)	$ (7,642,612)
Balance at the end (in shares) at Sep. 30, 2021	907,000		6,875,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	7 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (690,800)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Income from investments held in Trust Account	(5,727)
Changes in operating assets:
Prepaid expenses	(1,355,844)
Accounts payable	73,920
Accrued expenses	70,000
Net cash used in operating activities	(1,883,451)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(275,000,000)
Net cash used in investing activities	(275,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(108,892)
Proceeds from note payable to related party	108,892
Proceeds received from private placement	9,070,000
Proceeds received from initial public offering, gross	275,000,000
Offering costs paid	(6,341,403)
Net cash provided by financing activities	277,728,597
Net change in cash	845,146
Cash - beginning of the period	0
Cash - end of the period	845,146
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	80,409
Deferred underwriting commissions in connection with the initial public offering	$ 9,625,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	7 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Fifth Wall Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering. 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 from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 24, 2021. On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Class A ordinary shares (the “Public Shares”), including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million (Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (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 other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% 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”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, 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 has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. 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 (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $845,000 in its operating bank account and working capital of approximately $2.0 million. The Company’s liquidity needs through September 30, 2021 have been satisfied through a payment of $25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $109,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on May 28, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)	7 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) Basis of presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended September 30, 2021 and for the period from February 19, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on May 21, 2021 and May 19, 2021, respectively. Restatement of Previously Reported Financial Statements In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 12, 2021, the Company concluded it should revise previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its 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 shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. There has been no change in the Company’s total assets, liabilities or operating results. The previously presented Affected Quarterly Period should no longer be relied upon. There has been no change in the Company’s total assets, liabilities or operating results. The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 1.2 million Class A ordinary shares from permanent equity to temporary equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) Reported Adjustment As Restated Total assets ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 Total liabilities ​ $ 10,514,878 ​ ​ ​ ​ $ 10,514,878 Class A ordinary shares subject to possible redemption ​ 262,659,880 ​ 12,340,120 ​ 275,000,000 Preferred stock ​ — ​ — ​ — Class A ordinary shares ​ 214 ​ (123) ​ 91 Class B ordinary shares ​ 719 ​ — ​ 719 Additional paid-in capital ​ 5,334,821 ​ (5,334,821) ​ — Accumulated Deficit ​ (335,746) ​ (7,005,175) ​ (7,340,921) Total shareholders’ equity (deficit) ​ $ 5,000,008 ​ $ (12,340,119) ​ $ (7,340,111) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from February 19, 2021 (inception) through June 30, 2021. For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 262,876,130 ​ $ (262,876,130) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 216,250 ​ $ (216,250) ​ $ — ​ In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Period: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (Loss) Per Share ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Adjusted For the three months ended June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (310,439) ​ $ — ​ $ (310,439) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (16,574,231) ​ 10,925,769 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,839,231 ​ (348,846) ​ 6,490,385 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02) For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (335,746) ​ $ — ​ $ (335,746) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (19,671,299) ​ 7,828,701 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,672,205 ​ (249,961) ​ 6,422,244 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02) ​ Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the 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 condensed 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. Use of estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $0 in cash and cash equivalents as of September 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit 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. Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering costs associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering on May 27, 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s condensed balance sheet. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Period from February 19, 2021 ​ ​ September 30, 2021 ​ (inception) through September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (285,869) ​ $ (69,185) ​ $ (492,936) ​ $ (197,864) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ 28,407,000 ​ 6,875,000 ​ 16,473,466 ​ 6,612,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per ordinary share ​ $ (0.01) ​ $ (0.01) ​ $ (0.03) ​ $ (0.03) ​ Income taxes FASB ASC Topic 740 “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	7 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	7 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 24, 2021, the Sponsor paid $25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) after the Initial Public Offering. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $9.1 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $109,000 through the Initial Public Offering. The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of September 30, 2021 the Company had no outstanding borrowing under the Working Capital Loan. Administrative Services Agreement The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021 and for the period from February 19, 2021 (inception) through September 30, 2021, the Company incurred expenses of $30,000 and $44,000, respectively, under this agreement. As of September 30, 2021, the Company had $14,000 in balance outstanding for services in connection with such agreement on the accompanying condensed balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. No such amounts were reimbursed or accrued for as of September 30, 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	7 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As of September 30, 2021, there were no amounts incurred or accrued for such expenses. ​ Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares. On July 8, 2021, the over-allotment option expired. The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	7 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Some of the Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, 27,500,000 which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds $ 275,000,000 Less: ​ Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (16,046,813) Plus: ​ Accretion of carrying value to redemption value ​ 16,046,813 Class A ordinary shares subject to possible redemption ​ $ 275,000,000 ​

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	7 Months Ended
	Sep. 30, 2021
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares outstanding Class A Ordinary Shares— Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time at the option of the Sponsor; or (b) automatically on the day of the consummation of a Business Combination. Notwithstanding the Initial Conversion Ratio, in the case that additional Class A ordinary shares or any other equity-linked securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the Initial Public Offering and related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans. The automatic conversion of the Class B ordinary shares into Class A ordinary shares on the day of consummation of the initial Business Combination is not subject to any further triggering events.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	7 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets - Investments held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market fund $ 275,005,727 $ — ​ $ — ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three months ended September 30, 2021 and for the period from February 19, 2021 (inception) through September 30, 2021, there were no transfers to/from Levels 1, 2 3

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	7 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date condensed financial statements were issued. Based upon this review, other than described in this Note, and with respect to the restatements described in Note 2 the Company did not identify any subsequent events, that would have required adjustment or disclosure in the condensed financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) (Policies)	7 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)
Basis of presentation	Basis of presentation The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended September 30, 2021 and for the period from February 19, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K and the final prospectus filed by the Company with the SEC on May 21, 2021 and May 19, 2021, respectively. Restatement of Previously Reported Financial Statements In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 12, 2021, the Company concluded it should revise previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its 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 shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended June 30, 2021 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. There has been no change in the Company’s total assets, liabilities or operating results. The previously presented Affected Quarterly Period should no longer be relied upon. There has been no change in the Company’s total assets, liabilities or operating results. The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 1.2 million Class A ordinary shares from permanent equity to temporary equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) Reported Adjustment As Restated Total assets ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 Total liabilities ​ $ 10,514,878 ​ ​ ​ ​ $ 10,514,878 Class A ordinary shares subject to possible redemption ​ 262,659,880 ​ 12,340,120 ​ 275,000,000 Preferred stock ​ — ​ — ​ — Class A ordinary shares ​ 214 ​ (123) ​ 91 Class B ordinary shares ​ 719 ​ — ​ 719 Additional paid-in capital ​ 5,334,821 ​ (5,334,821) ​ — Accumulated Deficit ​ (335,746) ​ (7,005,175) ​ (7,340,921) Total shareholders’ equity (deficit) ​ $ 5,000,008 ​ $ (12,340,119) ​ $ (7,340,111) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 ​ The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from February 19, 2021 (inception) through June 30, 2021. For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 262,876,130 ​ $ (262,876,130) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 216,250 ​ $ (216,250) ​ $ — ​ In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Period: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (Loss) Per Share ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Adjusted For the three months ended June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (310,439) ​ $ — ​ $ (310,439) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (16,574,231) ​ 10,925,769 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,839,231 ​ (348,846) ​ 6,490,385 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02) For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (335,746) ​ $ — ​ $ (335,746) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (19,671,299) ​ 7,828,701 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,672,205 ​ (249,961) ​ 6,422,244 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02) ​
Emerging growth company	Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the 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 condensed 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.
Use of estimates	Use of estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $0 in cash and cash equivalents as of September 30, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit 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.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering costs associated with the Initial Public Offering	Offering costs associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering on May 27, 2021. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s condensed balance sheet. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net loss per ordinary share	Net loss per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Period from February 19, 2021 ​ ​ September 30, 2021 ​ (inception) through September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (285,869) ​ $ (69,185) ​ $ (492,936) ​ $ (197,864) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ 28,407,000 ​ 6,875,000 ​ 16,473,466 ​ 6,612,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per ordinary share ​ $ (0.01) ​ $ (0.01) ​ $ (0.03) ​ $ (0.03) ​
Income Taxes	Income taxes FASB ASC Topic 740 “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent accounting standards	Recent accounting standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) (Tables)	7 Months Ended
	Sep. 30, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated)
Schedule of restatement on the balance sheets, statements of cash flows and statements of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ As of June 30, 2021 (unaudited) Reported Adjustment As Restated Total assets ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 Total liabilities ​ $ 10,514,878 ​ ​ ​ ​ $ 10,514,878 Class A ordinary shares subject to possible redemption ​ 262,659,880 ​ 12,340,120 ​ 275,000,000 Preferred stock ​ — ​ — ​ — Class A ordinary shares ​ 214 ​ (123) ​ 91 Class B ordinary shares ​ 719 ​ — ​ 719 Additional paid-in capital ​ 5,334,821 ​ (5,334,821) ​ — Accumulated Deficit ​ (335,746) ​ (7,005,175) ​ (7,340,921) Total shareholders’ equity (deficit) ​ $ 5,000,008 ​ $ (12,340,119) ​ $ (7,340,111) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) ​ $ 278,174,766 ​ $ 1 ​ $ 278,174,767 For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 262,876,130 ​ $ (262,876,130) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ 216,250 ​ $ (216,250) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (Loss) Per Share ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ ​ Reported ​ Adjustment ​ As Adjusted For the three months ended June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (310,439) ​ $ — ​ $ (310,439) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (16,574,231) ​ 10,925,769 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,839,231 ​ (348,846) ​ 6,490,385 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02) For the period from February 19, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ Net loss ​ $ (335,746) ​ $ — ​ $ (335,746) Weighted average shares outstanding - Class A ordinary shares ​ 27,500,000 ​ (19,671,299) ​ 7,828,701 Basic and diluted loss per share - Class A ordinary shares ​ $ 0.00 ​ $ (0.02) ​ $ (0.02) Weighted average shares outstanding - Class B ordinary shares ​ 6,672,205 ​ (249,961) ​ 6,422,244 Basic and diluted loss per share - Class B ordinary shares ​ $ (0.05) ​ $ 0.03 ​ $ (0.02)
Schedule of basic and diluted net income (loss) per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Period from February 19, 2021 ​ ​ September 30, 2021 ​ (inception) through September 30, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss ​ $ (285,869) ​ $ (69,185) ​ $ (492,936) ​ $ (197,864) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Basic and diluted weighted average ordinary shares outstanding ​ 28,407,000 ​ 6,875,000 ​ 16,473,466 ​ 6,612,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per ordinary share ​ $ (0.01) ​ $ (0.01) ​ $ (0.03) ​ $ (0.03)

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	7 Months Ended
	Sep. 30, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Summary of reconciliation of class A common stock subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 275,000,000 Less: ​ Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (16,046,813) Plus: ​ Accretion of carrying value to redemption value ​ 16,046,813 Class A ordinary shares subject to possible redemption ​ $ 275,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	7 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets - Investments held in Trust Account: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market fund $ 275,005,727 $ — ​ $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	May 27, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share | $ / shares			$ 10
Condition for future business combination use of proceeds percentage			80
Condition For Future Business Combination Threshold Percentage Ownership			50
Condition For Future Business Combination Threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Lock in period for redemption of public shares after closing of IPO			24 months
Threshold business days for redemption of public shares			10 days
Maximum net interest to pay dissolution expenses			$ 100,000
Cash			845,000
Working capital deficit			$ 2,000,000
Aggregate purchase price		$ 25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	27,500,000
Shares issued price per share | $ / shares	$ 10		$ 10
Proceeds received from initial public offering, gross	$ 275,000,000
Transaction costs	16,100,000
Deferred underwriting fee payable	$ 9,600,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares			907,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	2,500,000
Shares issued price per share | $ / shares	$ 10
Class A ordinary shares | Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	27,500,000
Class A ordinary shares | Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	907,000		907,000
Shares issued price per share | $ / shares	$ 10
Proceeds received from initial public offering, gross	$ 9,100,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			$ 25,000
Advances due to related party			$ 109,000

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) - Impact of the Restatement - Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 18, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares from permanent equity (in shares)	907,000
Total Assets	$ 277,206,717	$ 278,174,767
Total liabilities	9,849,329	10,514,878
Class A ordinary shares subject to possible redemption	275,000,000	275,000,000
Preferred stock
Accumulated deficit	(7,643,391)	(7,340,921)
Total shareholders' equity (deficit)	(7,642,612)	(7,340,111)	$ (306)	$ 0
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	$ 277,206,717	278,174,767
Class A ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares from permanent equity (in shares)	28,407,000
Ordinary shares	$ 91	91
Class B ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares from permanent equity (in shares)	6,875,000
Ordinary shares	$ 688	719
As Previously Reported | Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets		278,174,766
Total liabilities		10,514,878
Class A ordinary shares subject to possible redemption		262,659,880
Preferred stock
Additional paid-in capital		5,334,821
Accumulated deficit		(335,746)
Total shareholders' equity (deficit)		5,000,008
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit)		278,174,766
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares		214
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class B ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares		$ 719
Adjustment | Restatement of redeemable common stock as temporary equity
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares from permanent equity (in shares)		(1,200,000)
Shares subject to possible redemption, outstanding (in shares)		1,200,000
Total Assets		$ 1
Class A ordinary shares subject to possible redemption		12,340,120
Preferred stock
Additional paid-in capital		(5,334,821)
Accumulated deficit		(7,005,175)
Total shareholders' equity (deficit)		(12,340,119)
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders' Equity (Deficit)		1
Adjustment | Restatement of redeemable common stock as temporary equity | Class A ordinary shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Ordinary shares		$ (123)

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) - Impact of the Restatement - Cash flow (Details) - Restatement of redeemable common stock as temporary equity	4 Months Ended
	Jun. 30, 2021USD ($)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial value of Class A ordinary shares subject to possible redemption	$ 262,876,130
Change in value of Class A ordinary shares subject to possible redemption	216,250
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Initial value of Class A ordinary shares subject to possible redemption	(262,876,130)
Change in value of Class A ordinary shares subject to possible redemption	$ (216,250)

BASIS OF PRESENTATION AND SUM_6

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) - Earnings (Loss) Per Share (Details) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	7 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Earnings (Loss) Per Share
Net loss	$ (25,306)	$ (355,054)	$ (310,439)	$ (335,746)	$ (690,800)
Restatement of redeemable common stock as temporary equity | As Previously Reported
Earnings (Loss) Per Share
Net loss			$ (310,439)	$ (335,746)
Class A ordinary shares
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)		28,407,000	10,925,769	7,828,701	16,473,466
Diluted weighted average ordinary shares outstanding (in shares)		28,407,000	10,925,769	7,828,701	16,473,466
Earnings per share, Basic		$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Earnings per share, Diluted		$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Class A ordinary shares | Restatement of redeemable common stock as temporary equity | As Previously Reported
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)			27,500,000	27,500,000
Diluted weighted average ordinary shares outstanding (in shares)			27,500,000	27,500,000
Earnings per share, Basic			$ 0	$ 0
Earnings per share, Diluted			$ 0	$ 0
Class A ordinary shares | Restatement of redeemable common stock as temporary equity | Adjustment
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)			(16,574,231)	(19,671,299)
Diluted weighted average ordinary shares outstanding (in shares)			(16,574,231)	(19,671,299)
Earnings per share, Basic			$ (0.02)	$ (0.02)
Earnings per share, Diluted			$ (0.02)	$ (0.02)
Class B ordinary shares
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)		6,875,000	6,490,385	6,422,244	6,612,443
Diluted weighted average ordinary shares outstanding (in shares)		6,875,000	6,490,385	6,422,244	6,612,443
Earnings per share, Basic		$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Earnings per share, Diluted		$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Class B ordinary shares | Restatement of redeemable common stock as temporary equity | As Previously Reported
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)			6,839,231	6,672,205
Diluted weighted average ordinary shares outstanding (in shares)			6,839,231	6,672,205
Earnings per share, Basic			$ (0.05)	$ (0.05)
Earnings per share, Diluted			$ (0.05)	$ (0.05)
Class B ordinary shares | Restatement of redeemable common stock as temporary equity | Adjustment
Earnings (Loss) Per Share
Basic weighted average ordinary shares outstanding (in shares)			(348,846)	(249,961)
Diluted weighted average ordinary shares outstanding (in shares)			(348,846)	(249,961)
Earnings per share, Basic			$ 0.03	$ 0.03
Earnings per share, Diluted			$ 0.03	$ 0.03

BASIS OF PRESENTATION AND SUM_7

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) (Details) - USD ($)	May 27, 2021	Sep. 30, 2021
Cash and cash equivalents		$ 0
Federal depository insurance coverage amount		250,000
Unrecognized tax benefits		0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Private Placement
Number of shares issued		907,000
Initial Public Offering
Number of shares issued	27,500,000
Class A ordinary shares | Private Placement
Number of shares issued	907,000	907,000
Class A ordinary shares | Initial Public Offering
Number of shares issued	27,500,000
Class A Common Stock Subject to Redemption
Minimum net tangible assets		$ 5,000,001
Number of shares issued		27,500,000
Ordinary shares, shares subject to possible redemption		27,500,000

BASIS OF PRESENTATION AND SUM_8

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (as restated) - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		4 Months Ended	7 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A ordinary shares
Numerator:
Allocation of net loss	$ (285,869)			$ (492,936)
Denominator:
Basic weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	7,828,701	16,473,466
Diluted weighted average ordinary shares outstanding (in shares)	28,407,000	10,925,769	7,828,701	16,473,466
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Class B ordinary shares
Numerator:
Allocation of net loss	$ (69,185)			$ (197,864)
Denominator:
Basic weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,422,244	6,612,443
Diluted weighted average ordinary shares outstanding (in shares)	6,875,000	6,490,385	6,422,244	6,612,443
Earnings per share, Basic	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Earnings per share, Diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	May 27, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share		$ 10
Offering costs		$ 6,341,403
Deferred underwriting commissions		$ 9,625,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	27,500,000
Shares issued price per share	$ 10	$ 10
Proceeds from issuance initial public offering	$ 275,000,000
Offering costs	16,100,000
Deferred underwriting commissions	$ 9,600,000
Initial Public Offering | Class A ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	27,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	2,500,000
Shares issued price per share	$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares & Private Placement Shares (Details)	May 27, 2021shares	Feb. 24, 2021USD ($)D$ / sharesshares	Apr. 30, 2021shares	Mar. 31, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesshares	Aug. 09, 2021shares
Related Party Transaction [Line Items]
Aggregate purchase price | $				$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	2,500,000
Private Placement
Related Party Transaction [Line Items]
Number of shares issued					907,000
Class A ordinary shares
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001
Class A ordinary shares | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture	2,500,000
Class A ordinary shares | Private Placement
Related Party Transaction [Line Items]
Number of shares issued	907,000				907,000
Restrictions on transfer period of time after business combination completion					30 days
Share price per share | $ / shares					$ 10
Gross proceeds from private placement | $					$ 9,100,000
Class B ordinary shares
Related Party Transaction [Line Items]
Common shares, par value, (per share) | $ / shares					$ 0.0001
Class B ordinary shares | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture						312,500
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion		1 year
Founder Shares | Sponsor | Over-allotment option
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Founder Shares | Sponsor | Maximum | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture			937,500
Founder Shares | Sponsor | Class A ordinary shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares subsequent to initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Number of shares issued		4,312,500
Common shares, par value, (per share) | $ / shares		$ 0.0001
Aggregate number of shares owned			7,187,500

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related Party Loans & Administrative Services Agreement (Details) - USD ($)	3 Months Ended	7 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Feb. 24, 2021
Related Party Transaction [Line Items]
General and administrative expenses - related party	$ 30,000	$ 44,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Related Party Loans | Initial Public Offering
Related Party Transaction [Line Items]
Aggregate amount			$ 109,000
Working Capital Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 0	$ 0
Conversion price per share	$ 10	$ 10
Amount of reimbursed or accrued	$ 0	$ 0
Working Capital Loans | Maximum
Related Party Transaction [Line Items]
Repayment of promissory note - related party		1,500,000
Administrative Service Agreement
Related Party Transaction [Line Items]
General and administrative expenses - related party	30,000	44,000
Outstanding for services under administrative services agreement	$ 14,000	14,000
Administrative Service Agreement | Maximum
Related Party Transaction [Line Items]
Expenses per month		$ 17,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	May 27, 2021shares	Sep. 30, 2021USD ($)item$ / sharesshares
Subsidiary or Equity Method Investee [Line Items]
Maximum number of demands for registration of securities | item		3
Lock-up period		30 days
Accrued expenses		$ 0
Period of day option from final prospectus relating to IPO		45 days
Underwriting discount per Public Share | $ / shares		$ 0.20
Aggregate underwriting discount paid		$ 5,500,000
Deferred underwriting fee payable per Public Share | $ / shares		$ 0.35
Aggregate deferred underwriting fee payable		$ 9,600,000
Over-allotment option
Subsidiary or Equity Method Investee [Line Items]
Number of shares granted to underwriters | shares		3,750,000
Class A ordinary shares | Over-allotment option
Subsidiary or Equity Method Investee [Line Items]
Number of shares granted to underwriters | shares	2,500,000

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	7 Months Ended
	Sep. 30, 2021USD ($)Vote$ / sharesshares	Jun. 30, 2021USD ($)
Temporary Equity [Line Items]
Number of votes per share | Vote	1
Common shares, shares outstanding (in shares) | shares	907,000
Gross proceeds	$ 275,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption	(16,046,813)
Accretion of carrying value to redemption value	16,046,813
Class A ordinary shares subject to possible redemption	$ 275,000,000	$ 275,000,000
Class A ordinary shares
Temporary Equity [Line Items]
Common shares, shares authorized | shares	200,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001
Number of votes per share | Vote	1
Common shares, shares outstanding (in shares) | shares	28,407,000
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Common shares, par value, (per share) | $ / shares	$ 0.0001
Ordinary shares, shares subject to possible redemption | shares	27,500,000
Class A ordinary shares subject to possible redemption	$ 275,000,000

SHAREHOLDERS' EQUITY - Preferen

SHAREHOLDERS' EQUITY - Preference Shares (Details)	Sep. 30, 2021$ / sharesshares
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

SHAREHOLDERS' EQUITY - Ordinary

SHAREHOLDERS' EQUITY - Ordinary Shares (Details)	7 Months Ended
	Sep. 30, 2021Vote$ / sharesshares
Class of Stock [Line Items]
Common shares, shares issued (in shares)	907,000
Common shares, shares outstanding (in shares)	907,000
Number of votes per share | Vote	1
Conversion ratio	1
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares outstanding (in shares)	28,407,000
Number of votes per share | Vote	1
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Shares subject to possible redemption, outstanding (in shares)	27,500,000
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares issued (in shares)	6,875,000
Common shares, shares outstanding (in shares)	6,875,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	7 Months Ended
	Sep. 30, 2021USD ($)
Assets - Investments held in Trust Account:
Transfer of assets from level 1 to level 2	$ 0
Transfer of assets from level 2 to level 1	0
Transfers to / from level 3	0
Level 1 | Recurring | Money market fund
Assets - Investments held in Trust Account:
Assets, fair Value	$ 275,005,727