Catalyst Partners Acquisition (CPAR) 10-K 25 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	11 Months Ended
	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40419
Entity Registrant Name	Catalyst Partners Acquisition Corp.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1583476
Entity Address, Address Line One	20 University Road, Fourth Floor
Entity Address, City or Town	Cambridge
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	02138
City Area Code	617
Local Phone Number	234-7000
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
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001848410
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 0
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	CPARU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	CPAR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,360,391
Entity Public Float	$ 334,666,772
Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $20.00
Trading Symbol	CPARW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,308,117

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 2,969,044
Prepaid expenses	892,418
Total current assets	3,861,462
Investments held in Trust Account	343,652,115
Total Assets	347,513,577
Current liabilities:
Accounts payable	124,021
Accrued expenses	596,138
Total current liabilities	720,159
Derivative warrant liabilities	15,870,082
Deferred underwriting commissions in connection with the initial public offering	12,026,137
Total Liabilities	28,616,378
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; $0.0001 par value; 34,360,391 shares redemption value of $10.00 per share	343,603,910
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding
Additional paid-in capital
Accumulated deficit	(24,707,742)
Total shareholders' deficit	(24,706,711)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	347,513,577
Class A ordinary shares subject to possible redemption
Current liabilities:
Class A ordinary shares subject to possible redemption; $0.0001 par value; 34,360,391 shares redemption value of $10.00 per share	343,603,910
Class A ordinary shares not subject to redemption
Shareholders' Deficit:
Common stock
Class B ordinary shares
Shareholders' Deficit:
Common stock	$ 1,031

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value (dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A ordinary shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	400,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class A ordinary shares subject to possible redemption
Temporary equity, par value | $ / shares	$ 0.0001
Temporary equity, shares outstanding	34,360,391
Temporary equity, price per share | $ / shares	$ 10
Class B ordinary shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	40,000,000
Common shares, shares issued	10,308,117
Common shares, shares outstanding	10,308,117

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 1,232,062
General and administrative expenses - related party	70,000
Loss from operations	(1,302,062)
Other income (expenses):
Offering costs associated with derivative warrant liabilities	(799,221)
Income from investments held in Trust Account	48,205
Change in fair value of derivative warrant liabilities	13,557,855
Loss upon issuance of private placement warrants	(4,024,027)
Net income	$ 7,480,750
Class A ordinary shares
Other income (expenses):
Weighted average number outstanding ordinary shares, basic | shares	23,705,855
Weighted average number outstanding ordinary shares, diluted | shares	23,705,855
Basic net income per share, ordinary shares | $ / shares	$ 0.23
Diluted net income per share, ordinary shares | $ / shares	$ 0.22
Class B ordinary shares
Other income (expenses):
Weighted average number outstanding ordinary shares, basic | shares	9,410,218
Weighted average number outstanding ordinary shares, diluted | shares	9,800,640
Basic net income per share, ordinary shares | $ / shares	$ 0.23
Diluted net income per share, ordinary shares | $ / shares	$ 0.22

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 11 months ended Dec. 31, 2021 - USD ($)	Class A ordinary sharesOrdinary Shares	Class B ordinary sharesOrdinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Feb. 09, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 09, 2021	0	0
Increase (decrease) in stockholders' equity
Issuance of Class B ordinary shares to the initial shareholders		$ 1,035	23,965		25,000
Issuance of Class B ordinary shares to the initial shareholders (in shares)		10,350,000
Forfeiture of Class B ordinary shares		$ (4)	4
Forfeiture of Class B ordinary shares (in shares)		(41,883)
Accretion to Class A ordinary shares subject to possible redemption amount			(23,969)	(32,188,492)	(32,212,461)
Net income (loss)	$ 0			7,480,750	7,480,750
Ending balance at Dec. 31, 2021		$ 1,031	$ 0	$ (24,707,742)	$ (24,706,711)
Ending balance (in shares) at Dec. 31, 2021	0	10,308,117

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	11 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 7,480,750
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(13,557,855)
Offering costs associated with derivative warrant liabilities	799,221
Loss upon issuance of private placement warrants	4,024,027
Income from investments held in the Trust Account	(48,205)
Changes in operating assets and liabilities:
Prepaid expenses	(892,418)
Accounts payable	124,021
Accrued expenses	521,138
Net cash used in operating activities	(1,549,321)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(343,603,910)
Net cash used in investing activities	(343,603,910)
Cash Flows from Financing Activities:
Proceeds from note payable and advances from related party	1,200,000
Repayment of note payable and advances from related party	(1,200,000)
Proceeds received from initial public offering	343,603,910
Proceeds from issuance of ordinary shares to initial shareholders	25,000
Proceeds received from private placement	12,072,078
Offering costs paid	(7,578,713)
Net cash provided by financing activities	348,122,275
Net increase in cash	2,969,044
Cash - ending of the period	2,969,044
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	75,000
Deferred underwriting commissions in connection with the initial public offering	$ 12,026,137

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	11 Months Ended
	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Catalyst Partners Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021 (inception). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from February 10, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is CAT Sponsor LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 17, 2021. On May 20, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, of which $10.5 million was for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 4,500,000 Units at the Initial Public Offering price to cover over-allotments. On June 3, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 4,360,391 Units generating gross proceeds of approximately $43.6 million (the “Over-Allotment”). The underwriters forfeited the balance of the option. The Company incurred additional offering costs of approximately $2.4 million in connection with the Over-Allotment (of which approximately $1.5 million was for deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 18,666,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $0.60 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million (see Note 5). On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants at $0.60 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $872,000. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $343.6 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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. The Company provides its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general 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 at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share 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 6). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted 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 will be adopted by the Company 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 (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a 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. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined 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, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or May 20, 2023 (the “Combination Period”), or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association (an “Extension 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 if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party 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 vendors, service providers (except 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. 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 operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity As of December 31, 2021, the Company had approximately $3.0 million in its operating bank account and working capital of approximately $3.1 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), proceeds of $300,000 under the Note (as defined in Note 4) and proceeds of $900,000 under the Second Note (as defined in Note 5). The Company repaid the Note balance of $300,000 upon closing of the Initial Public Offering. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants. The purchase price of approximately $872,000 for the additional Private Warrants offset a portion of the $900,000 outstanding under the Second Note, and the remainder of the balance under the Second Note was repaid on June 3, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Private Placement held outside of the Trust Account. 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 (as defined in Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. ​

Restatement of Previously Repor

Restatement of Previously Reported Financial Statements	11 Months Ended
	Dec. 31, 2021
Restatement of Previously Reported Financial Statements
Restatement of Previously Reported Financial Statements	NOTE 2. Restatement of Previously Reported Financial Statements In preparation of the Company’s financial statements for the period from February 10, 2021 (inception) through December 31, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet (as defined below) to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with the SEC and its staff's guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. 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 financial statements, the Company restated 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 statement that contained the error, reported in the Company’s Form 8-K for the audited balance sheet as of May 20, 2021 ("Post-IPO Balance Sheet"). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet 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 the restatements to the Post-IPO Balance Sheet in this annual report. The previously presented Post-IPO Balance Sheet should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 3,772,555 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 20, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Restated Total assets ​ $ 305,945,829 ​ $ — ​ $ 305,945,829 Total liabilities ​ $ 38,671,371 ​ $ — ​ $ 38,671,371 Class A ordinary shares subject to possible redemption ​ 262,274,450 ​ 37,725,550 ​ 300,000,000 Shareholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Preference shares ​ ​ — ​ ​ — ​ ​ — Class A ordinary shares ​ 377 ​ (377) ​ — Class B ordinary shares ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 9,533,670 ​ (9,533,670) ​ — Accumulated deficit ​ (4,535,074) ​ (28,191,503) ​ (32,726,577) Total shareholders' equity (deficit) ​ ​ 5,000,008 ​ ​ (37,725,550) ​ ​ (32,725,542) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) ​ $ 305,945,829 ​ $ — ​ $ 305,945,829 ​

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	11 Months Ended
	Dec. 31, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. Trading securities are presented on the balance sheet 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 statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under 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 ASC 820, Fair Value Measurement, defines fair value and requires disclosures about 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 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. As of December 31, 2021, the recorded values of cash and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the "Public Warrants") and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using an Option Pricing Method, whereas the fair value of the Private Placement Warrants issued in conjunction with Initial Public Offering were estimated using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,360,391 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 26,992,209 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from February 10, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. 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 Period from February 10, 2021 ​ ​ (Inception) through December 31, 2021 ​ Class A Class B Basic net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,355,030 ​ $ 2,125,720 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,410,218 ​ ​ ​ ​ ​ ​ ​ Basic net income per ordinary share ​ $ 0.23 ​ $ 0.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from February 10, ​ ​ 2021 (Inception) through December 31, 2021 ​ Class A Class B Diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,292,633 ​ $ 2,188,117 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Diluted weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,800,640 ​ ​ ​ ​ ​ ​ ​ Diluted net income per ordinary share ​ $ 0.22 ​ $ 0.22 ​ 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 December 31, 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 Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’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 financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	11 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On May 20, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.3 million, of which $10.5 million was for deferred underwriting commissions. The Company granted the underwriters a 45-day option from the date of the prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On June 3, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 4,360,391 Units generating gross proceeds of approximately $43.6 million. The underwriters forfeited the balance of the option. The Company incurred additional offering costs of approximately $2.4 million in connection with the Over-Allotment (of which approximately $1.5 million was for deferred underwriting fees). Each Unit consists of one Class A ordinary share and one

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	11 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2021, the Sponsor and Catalyst Partners Foundation, a charitable foundation, paid an aggregate of $25,000 to purchase 13,800,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 11, 2021, the Sponsor transferred an aggregate of 3,085,714 Founder Shares to certain members of the management team and the board of directors. In May 2021, certain of the Initial Shareholders surrendered, for no consideration, an aggregate of 3,450,000 Founder Shares, which the Company cancelled, resulting in an aggregate of 10,350,000 Founder Shares outstanding and held by the Initial Shareholders. The Sponsor and Catalyst Partners Foundation agreed to forfeit 1,215,000 and 135,000 Founder Shares, respectively, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters. On June 3, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 4,360,391 Units and forfeited the balance of the option. As a result, 37,695 Founder Shares and 4,188 Founder Shares were forfeited by the Sponsor and the Foundation, respectively. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of our 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 subdivisions, 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 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 Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 18,666,667 Private Placement Warrants, at a price of $0.60 per Private Placement Warrant to the Sponsor, generating proceeds of $11.2 million. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants at $0.60 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $872,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $20.00 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 24, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of March 31, 2021 the Company borrowed approximately $300,000 under the Note. The Company repaid the Note in full upon closing of the Initial Public Offering. Subsequent to the repayment, the facility is no longer available to the Company. In addition, on May 18, 2021 the Sponsor also advanced $900,000 to the Company pursuant to a promissory note (the “Second Note”). The Second Note is non-interest bearing, unsecured and due on May 18, 2023. The proceeds from the Second Note may offset the purchase price of any Private Placement Warrants the Sponsor purchases if the over-allotment option is exercised. On June 3, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 1,453,464 Private Warrants. The purchase price of approximately $872,000 for the additional Private Warrants offset a portion of the $900,000 outstanding under the Second Note, and the remainder of the balance under the Second Note was repaid on June 3, 2021. Subsequent to the repayment, the facility is no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.60 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. For the period from February 10, 2021 (inception) through December 31, 2021, the Company incurred expenses of $70,000, respectively, under this agreement. As of December 31, 2021, the Company had $70,000 accrued for services in connection with such agreement on the accompanying 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 December 31, 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	11 Months Ended
	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) were entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date 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 the registration statements to be filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.9 million in the aggregate, in connection with the closing of the Initial Public Offering and the issuance and sale of the Over-Allotment Units. In addition, $0.35 per unit, or approximately $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions in connection with the Initial Public Offering and the issuance and sale of the Over-Allotment Units. 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.

WARRANTS

WARRANTS	11 Months Ended
	Dec. 31, 2021
WARRANTS.
WARRANTS	NOTE 7. WARRANTS As of December 31, 2021, the Company had 6,872,078 Public Warrants and 20,120,131 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Public Warrants have an exercise price of $11.50 per share, and the Private Warrants have an exercise price of $20.00 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants): ● In whole and not in part; ● at a price of $.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 : ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	11 Months Ended
	Dec. 31, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company's Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 34,360,391 Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 343,603,910 Less: ​ Fair value of Public Warrants at issuance ​ (13,331,831) Offering costs allocated at Class A ordinary shares subject to possible redemption ​ (18,880,630) Plus: ​ Accretion on Class A ordinary shares subject to possible redemption ​ 32,212,461 Class A ordinary shares subject to possible redemption ​ $ 343,603,910 ​

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	11 Months Ended
	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares outstanding Class A Ordinary Shares Class B Ordinary Shares outstanding 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. The Class B ordinary shares will automatically convert into Class A ordinary shares after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, three of which will be based on the Class A ordinary shares trading at $12.50, $15.00 and $17.50 per share following the closing of the initial Business Combination and one of which will be a specified strategic transaction following the initial Business Combination if the effective price per Class A ordinary share is at least equal to $12.00 in such transaction, in each case, as described herein. If following the closing of the initial Business Combination and prior to the ten year anniversary of the initial Business Combination the closing price of the Class A ordinary shares equals or exceeds one or more of the share price targets described below, tranches of Founder Shares as set forth below for each such target achievement will automatically convert into Class A ordinary shares at a ratio such that the aggregate number of Class A ordinary shares issuable upon the conversion of all Founder Shares would equal, in the aggregate on an as-converted basis, approximately 5.8%, 11.5% or 23.1% (based on the triggering events discussed in more detail below) of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, any of its affiliates or any members of the management team upon conversion of Working Capital Loans: ● 25% of the Founder Shares at $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the First Price Vesting; ● 25% of the Founder Shares at $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the Second Price Vesting; and ● 50% of the Founder Shares at $17.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period, or the Third Price Vesting. In the event of any liquidation, merger, reorganization or other similar transaction consummated after the initial Business Combination and prior to the ten year anniversary of the initial Business Combination (the “Strategic Transaction”), that results in all of the Public Stockholders having the right to exchange their Class A ordinary shares for cash, securities or other property at an effective price of at least $12.00 per Class A ordinary share, all of the then-outstanding Class B ordinary shares converting into Class A ordinary shares at a ratio such that the aggregate number of Class A ordinary shares issuable upon the conversion of all Founder Shares would equal, in the aggregate on an as-converted basis, approximately 23.1% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, any of its affiliates or any members of the management team upon conversion Of Working Capital Loans. If the effective price in such Strategic Transaction is less than $12.00 per Class A ordinary share, all of the then-outstanding Class B ordinary shares will be automatically forfeited.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	11 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS.
FAIR VALUE MEASUREMENTS	NOTE 10. 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 December 31, 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 - U.S. Treasury Securities $ 343,652,115 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 5,908,613 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 9,961,468 ​ Transfers to from 1 2 Level 1 instruments include investments in U.S Treasury securities and derivative warrant liabilities (Public Warrants). The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial fair value of the Public Warrants is measured using an Option Pricing Method. The initial fair value of the Private Placement Warrants is measured using Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants' listed price in an active market was used as the fair value. For the from February 10, 2021 (inception) through December 31, 2021, the Company recognized a charge to the statement of operations resulting from a decrease in the fair value of liabilities of $14.0 million and $11.6 million, respectively, presented as change in fair value of derivative warrant liabilities and approximately of $4.0 million loss on issuance of private placement warrants on the accompanying statement of operations. The fair value of the Public Warrants is estimated using an Option Pricing Method in a risk-neutral framework (a special case of the Income Approach). For each modeled future price, the Warrant payoff is calculated based on contractual terms (incorporating any optimal early exercise/redemption), and then discounted at the term-matched risk-free rate. The value of Warrants is calculated at the probability -weighted present value over all future modeled periods. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants, if any, and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 20, 2021 December 31, 2021 ​ Exercise price $ 20.00 $ 20.00 ​ Stock price ​ $ 9.61 ​ $ 9.74 ​ Volatility ​ ​ 31.0 % 26.0 % Term (years) ​ ​ 5.00 ​ ​ 5.00 ​ Estimate time to consummation of Business Combination (years) ​ ​ 1.00 ​ 0.38 ​ Risk-free rate ​ ​ 1.26 % ​ 1.26 % Dividend yield ​ ​ 0.0 % ​ 0.0 % ​ The change in the fair value of the warrant liabilities measured utilizing Level 3 inputs for the period from February 10, 2021 (inception) through December 31, 2021 is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liabilities at February 10, 2021 (inception) $ — Issuance of Public and Private Warrants ​ 26,573,334 Issuance of Public and Private Warrants - over-allotment ​ ​ 2,854,602 Transfer of Public Warrants to Level 1 ​ ​ (13,950,318) Change in fair value of derivative warrant liabilities ​ ​ (5,516,149) Derivative warrant liabilities at December 31, 2021 ​ ​ 9,961,468 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	11 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date financial statement were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	11 Months Ended
	Dec. 31, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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. Trading securities are presented on the balance sheet 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 statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under 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 ASC 820, Fair Value Measurement, defines fair value and requires disclosures about 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 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. As of December 31, 2021, the recorded values of cash and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the "Public Warrants") and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using an Option Pricing Method, whereas the fair value of the Private Placement Warrants issued in conjunction with Initial Public Offering were estimated using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 34,360,391 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 26,992,209 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from February 10, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. 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 Period from February 10, 2021 ​ ​ (Inception) through December 31, 2021 ​ Class A Class B Basic net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,355,030 ​ $ 2,125,720 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,410,218 ​ ​ ​ ​ ​ ​ ​ Basic net income per ordinary share ​ $ 0.23 ​ $ 0.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from February 10, ​ ​ 2021 (Inception) through December 31, 2021 ​ Class A Class B Diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,292,633 ​ $ 2,188,117 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Diluted weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,800,640 ​ ​ ​ ​ ​ ​ ​ Diluted net income per ordinary share ​ $ 0.22 ​ $ 0.22 ​
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 December 31, 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 Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’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 financial statements.

Restatement of Previously Rep_2

Restatement of Previously Reported Financial Statements (Tables)	11 Months Ended
	Dec. 31, 2021
Restatement of Previously Reported Financial Statements
Summary of effect of the financial statement adjustments related to the restatement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of May 20, 2021 ​ ​ As Previously ​ ​ ​ ​ ​ ​ ​ Reported Adjustments As Restated Total assets ​ $ 305,945,829 ​ $ — ​ $ 305,945,829 Total liabilities ​ $ 38,671,371 ​ $ — ​ $ 38,671,371 Class A ordinary shares subject to possible redemption ​ 262,274,450 ​ 37,725,550 ​ 300,000,000 Shareholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Preference shares ​ ​ — ​ ​ — ​ ​ — Class A ordinary shares ​ 377 ​ (377) ​ — Class B ordinary shares ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 9,533,670 ​ (9,533,670) ​ — Accumulated deficit ​ (4,535,074) ​ (28,191,503) ​ (32,726,577) Total shareholders' equity (deficit) ​ ​ 5,000,008 ​ ​ (37,725,550) ​ ​ (32,725,542) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) ​ $ 305,945,829 ​ $ — ​ $ 305,945,829 ​

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	11 Months Ended
	Dec. 31, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedules of basics and diluted net income (loss) per ordinary share	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 Period from February 10, 2021 ​ ​ (Inception) through December 31, 2021 ​ Class A Class B Basic net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income ​ $ 5,355,030 ​ $ 2,125,720 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Basic weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,410,218 ​ ​ ​ ​ ​ ​ ​ Basic net income per ordinary share ​ $ 0.23 ​ $ 0.23 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from February 10, ​ ​ 2021 (Inception) through December 31, 2021 ​ Class A Class B Diluted net income per ordinary share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Allocation of net income ​ $ 5,292,633 ​ $ 2,188,117 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Diluted weighted average ordinary shares outstanding ​ ​ 23,705,855 ​ 9,800,640 ​ ​ ​ ​ ​ ​ ​ Diluted net income per ordinary share ​ $ 0.22 ​ $ 0.22 ​

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	11 Months Ended
	Dec. 31, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Schedule of Class A ordinary shares subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 343,603,910 Less: ​ Fair value of Public Warrants at issuance ​ (13,331,831) Offering costs allocated at Class A ordinary shares subject to possible redemption ​ (18,880,630) Plus: ​ Accretion on Class A ordinary shares subject to possible redemption ​ 32,212,461 Class A ordinary shares subject to possible redemption ​ $ 343,603,910

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	11 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS.
Schedule of Company's assets 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 - U.S. Treasury Securities $ 343,652,115 $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liabilities - Public Warrants ​ $ 5,908,613 ​ $ — ​ $ — Derivative warrant liabilities - Private Placement Warrants ​ $ — ​ $ — ​ $ 9,961,468
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 20, 2021 December 31, 2021 ​ Exercise price $ 20.00 $ 20.00 ​ Stock price ​ $ 9.61 ​ $ 9.74 ​ Volatility ​ ​ 31.0 % 26.0 % Term (years) ​ ​ 5.00 ​ ​ 5.00 ​ Estimate time to consummation of Business Combination (years) ​ ​ 1.00 ​ 0.38 ​ Risk-free rate ​ ​ 1.26 % ​ 1.26 % Dividend yield ​ ​ 0.0 % ​ 0.0 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ Derivative warrant liabilities at February 10, 2021 (inception) $ — Issuance of Public and Private Warrants ​ 26,573,334 Issuance of Public and Private Warrants - over-allotment ​ ​ 2,854,602 Transfer of Public Warrants to Level 1 ​ ​ (13,950,318) Change in fair value of derivative warrant liabilities ​ ​ (5,516,149) Derivative warrant liabilities at December 31, 2021 ​ ​ 9,961,468

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jun. 03, 2021USD ($)$ / sharesshares	May 20, 2021USD ($)$ / sharesshares	May 18, 2021USD ($)	Feb. 26, 2021USD ($)	Feb. 24, 2021USD ($)	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2021USD ($)item$ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum								1	1
Cash deposited in Trust Account							$ 343,603,910
Proceeds from issuance initial public offering	$ 43,600,000						343,603,910
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	5,000,001	$ 5,000,001	$ 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%
Months to complete acquisition						24 months
Redemption period upon closure						10 days
Maximum Allowed Dissolution Expenses							100,000
Cash operating bank account						$ 2,969,044	2,969,044	$ 2,969,044	2,969,044
Working capital						$ 3,100,000	3,100,000	$ 3,100,000	$ 3,100,000
Aggregate purchase price							25,000
Proceeds from note payable and advances from related party			$ 900,000		$ 300,000		1,200,000
Repayment of promissory note - related party							$ 1,200,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants	$ 872,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares		30,000,000
Purchase price, per unit | $ / shares		$ 10				$ 10	$ 10	$ 10	$ 10
Cash deposited in Trust Account		$ 343,600,000
Proceeds from issuance initial public offering		300,000,000
Aggregate purchase price				$ 25,000
Repayment of promissory note - related party		$ 300,000
Initial Public Offering | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		18,666,667
Proceeds from sale of Private Placement Warrants		$ 11,200,000
Transaction Costs		17,300,000
Deferred Offering Costs Noncurrent		$ 10,500,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares		$ 0.60
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		18,666,667
Price of warrant | $ / shares		$ 0.60
Proceeds from sale of Private Placement Warrants		$ 11,200,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares	4,360,391
Length of option to purchase additional shares		45 days
Purchase price, per unit | $ / shares		$ 10
Proceeds from issuance initial public offering	$ 43,600,000
Transaction Costs	2,400,000
Deferred Offering Costs Noncurrent	$ 1,500,000
Over-allotment | Maximum
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, less fair value of derivative warrant liabilities, gross (in shares) | shares		4,500,000
Over-allotment | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	1,453,464
Price of warrant | $ / shares	$ 0.60
Proceeds from sale of Private Placement Warrants	$ 872,000	$ 872,000
Promissory Second Note
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants			$ 900,000
Promissory Second Note | Over-allotment | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants	$ 900,000

Restatement of Previously Rep_3

Restatement of Previously Reported Financial Statements - Additional Information (Details)	11 Months Ended
	Dec. 31, 2021USD ($)shares
Minimum Net Intangible Assets Upon Redemption of Temporary Equity | $	$ 5,000,001
Class A ordinary shares
Number of Class A ordinary shares reclassified to temporary equity | shares	3,772,555

Restatement of Previously Rep_4

Restatement of Previously Reported Financial Statements - Impact on Balance Sheet (Details) - USD ($)	Dec. 31, 2021	May 20, 2021	Feb. 09, 2021
BALANCE SHEET
Total assets	$ 347,513,577
Total liabilities	28,616,378
Class A ordinary shares subject to possible redemption	343,603,910
Additional paid-in capital
Accumulated deficit	(24,707,742)
Total shareholders' equity (deficit)	(24,706,711)		$ 0
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit)	347,513,577
As Restated
BALANCE SHEET
Total assets		$ 305,945,829
Total liabilities		38,671,371
Accumulated deficit		(32,726,577)
Total shareholders' equity (deficit)		(32,725,542)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit)		305,945,829
Class B ordinary shares
BALANCE SHEET
Common Stock	1,031
Class B ordinary shares | As Restated
BALANCE SHEET
Common Stock		1,035
Class A ordinary shares subject to possible redemption
BALANCE SHEET
Class A ordinary shares subject to possible redemption	$ 343,603,910
Class A ordinary shares subject to possible redemption | As Restated
BALANCE SHEET
Class A ordinary shares subject to possible redemption		300,000,000
As Previously Reported
BALANCE SHEET
Total assets		305,945,829
Total liabilities		38,671,371
Additional paid-in capital		9,533,670
Accumulated deficit		(4,535,074)
Total shareholders' equity (deficit)		5,000,008
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit)		305,945,829
As Previously Reported | Class A ordinary shares
BALANCE SHEET
Common Stock		377
As Previously Reported | Class B ordinary shares
BALANCE SHEET
Common Stock		1,035
As Previously Reported | Class A ordinary shares subject to possible redemption
BALANCE SHEET
Class A ordinary shares subject to possible redemption		262,274,450
Adjustment
BALANCE SHEET
Additional paid-in capital		(9,533,670)
Accumulated deficit		(28,191,503)
Total shareholders' equity (deficit)		(37,725,550)
Adjustment | Class A ordinary shares
BALANCE SHEET
Common Stock		(377)
Adjustment | Class A ordinary shares subject to possible redemption
BALANCE SHEET
Class A ordinary shares subject to possible redemption		$ 37,725,550

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	11 Months Ended
	Dec. 31, 2021	Feb. 09, 2021
Total shareholders' equity (deficit)	$ (24,706,711)	$ 0
Cash equivalents	0
Federal depository insurance corporation coverage	250,000
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
Provision for income taxes	$ 0
Anti-dilutive securities attributable to warrants (in shares)	26,992,209
Class A Common Stock Subject to Redemption
Share subject to possible redemption	34,360,391

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net loss per ordinary share (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A ordinary shares
Basic net income (loss) per ordinary share, Numerator:
Allocation of net income, basic | $	$ 5,355,030
Denominator:
Basic weighted average ordinary shares outstanding | shares	23,705,855
Basic net income per ordinary share | $ / shares	$ 0.23
Diluted net income per ordinary share, Numerator:
Allocation of net income, diluted | $	$ 5,292,633
Diluted net income per ordinary share, Denominator:
Diluted weighted average ordinary shares outstanding | shares	23,705,855
Diluted net income per ordinary share | $ / shares	$ 0.22
Class B ordinary shares
Basic net income (loss) per ordinary share, Numerator:
Allocation of net income, basic | $	$ 2,125,720
Denominator:
Basic weighted average ordinary shares outstanding | shares	9,410,218
Basic net income per ordinary share | $ / shares	$ 0.23
Diluted net income per ordinary share, Numerator:
Allocation of net income, diluted | $	$ 2,188,117
Diluted net income per ordinary share, Denominator:
Diluted weighted average ordinary shares outstanding | shares	9,800,640
Diluted net income per ordinary share | $ / shares	$ 0.22

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Jun. 03, 2021	May 20, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 43,600,000		$ 343,603,910
Offering costs			$ 7,578,713
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		30,000,000
Purchase price, per unit		$ 10	$ 10
Proceeds from issuance initial public offering		$ 300,000,000
Offering costs		17,300,000
Deferred underwriting commission		$ 10,500,000
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		0.2
Number of shares issuable per warrant		1
Exercise price of warrants			$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,360,391
Length of option to purchase additional shares		45 days
Purchase price, per unit		$ 10
Proceeds from issuance initial public offering	$ 43,600,000
Offering costs	2,400,000
Deferred underwriting commission	1,500,000
Transaction Costs	2,400,000
Deferred Offering Costs Noncurrent	$ 1,500,000
Over-allotment | Maximum
Subsidiary, Sale of Stock [Line Items]
Number of units sold		4,500,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	Jun. 03, 2021	Feb. 26, 2021	Dec. 31, 2021	May 31, 2021	Mar. 11, 2021
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Initial Public Offering
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Class B ordinary shares
Related Party Transaction [Line Items]
Common shares, par value, (per share)			$ 0.0001
Founder Shares
Related Party Transaction [Line Items]
Aggregate number of shares owned				3,450,000
Founder Shares | Initial Public Offering
Related Party Transaction [Line Items]
Shares subject to forfeiture				10,350,000
Founder Shares | Over-allotment
Related Party Transaction [Line Items]
Number of shares issued	4,360,391
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture	37,695			1,215,000
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued		13,800,000
Aggregate purchase price		$ 25,000
Common shares, par value, (per share)		$ 0.0001
Aggregate number of shares owned					3,085,714
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Catalyst Partners Foundation
Related Party Transaction [Line Items]
Shares subject to forfeiture	4,188			135,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jun. 03, 2021	May 20, 2021	May 18, 2021	Dec. 31, 2021	Mar. 31, 2021	Feb. 24, 2021
Related Party Transaction [Line Items]
Repayment of promissory note - related party				$ 1,200,000
Promissory Second Note
Related Party Transaction [Line Items]
Aggregate purchase price			$ 900,000
Private Placement Warrants
Related Party Transaction [Line Items]
Required period after IPO to sell warrants		30 days
Aggregate purchase price	$ 872,000
Private Placement Warrants | Class A ordinary shares
Related Party Transaction [Line Items]
Number of shares issuable per warrant		1
Price of warrant		$ 20
Private Placement Warrants | Private Placement
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)		18,666,667
Price of warrant		$ 0.60
Aggregate purchase price		$ 11,200,000
Private Placement Warrants | Over-allotment
Related Party Transaction [Line Items]
Sale of Private Placement Warrants (in shares)	1,453,464
Price of warrant	$ 0.60
Aggregate purchase price	$ 872,000	$ 872,000
Private Placement Warrants | Promissory Second Note | Over-allotment
Related Party Transaction [Line Items]
Aggregate purchase price	$ 900,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month				10,000
Expenses incurred and paid				70,000
Expenses Outstanding				$ 70,000
Related Party Loans | Promissory Note
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000	$ 300,000
Related Party Loans | Promissory Second Note
Related Party Transaction [Line Items]
Advance borrowing capacity of related party promissory note			$ 900,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant				$ 0.60
Loan conversion agreement warrant				$ 2,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Millions	11 Months Ended
	Dec. 31, 2021USD ($)item$ / shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item	3
Aggregate deferred underwriting fee payable | $	$ 12
Underwriting cash discount per unit | $ / shares	$ 0.20
Deferred Underwriting Commission, Share Per Unit | $ / shares	$ 0.35
Aggregate underwriter cash discount | $	$ 6.9

WARRANTS (Details)

WARRANTS (Details)	11 Months Ended
	Dec. 31, 2021item$ / sharesshares
Class of Stock [Line Items]
Public Warrants expiration term	5 years
Business combination effective issue price per share	$ 9.20
Total equity proceeds, percentage	60
Market value per share	$ 9.20
Market value and newly issued price, per share percentage	115.00%
Redemption trigger price per share	$ 18
Threshold trading days for redemption of public warrants	30 days
Number of trading days on which fair market value of shares is reported	20 days
Public Warrant
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding | shares	6,872,078
Period To Exercise Warrants During Business Combination	30 days
Warrants And Rights Outstanding Exercisable Term From Closing Of Initial Public Offering	12 months
Period For Filling Registration Statement After Business Combination	20 days
Period Of Time After Which Warrant Holder May Do Cash less Exercise	60 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Private Warrants
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	20
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Stock [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders | item	3
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Stock [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days
Warrant redemption condition minimum share price	$ 10
Number of trading days on which fair market value of shares is reported	10 days
Warrant redemption condition minimum share price scenario two	$ 0.361
Class A ordinary shares
Class of Stock [Line Items]
Market value and newly issued price, per share percentage	180.00%
Redemption trigger price per share	$ 18
Class A ordinary shares | Warrants
Class of Stock [Line Items]
Redemption trigger price per share	$ 10
Private Placement
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding | shares	20,120,131

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet
Gross proceeds from Initial Public Offering	$ 343,603,910
Less:
Fair value of Public Warrants at issuance	(13,331,831)
Offering costs allocated at Class A ordinary shares subject to possible redemption	(18,880,630)
Plus:
Accretion on Class A ordinary shares subject to possible redemption	32,212,461
Class A common stock subject to possible redemption	$ 343,603,910
Class A ordinary shares subject to possible redemption
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Temporary equity, authorized | shares	400,000,000
Temporary equity, par value | $ / shares	$ 0.0001
Common Stock, Voting Rights	one vote
Temporary equity, shares outstanding | shares	34,360,391
Plus:
Class A common stock subject to possible redemption	$ 343,603,910

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock (Details)	Dec. 31, 2021$ / sharesshares
SHAREHOLDERS' DEFICIT
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' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock (Details)	11 Months Ended
	Dec. 31, 2021Vote$ / sharesshares
Class of Stock [Line Items]
Common shares, votes per share | Vote	1
Prior to anniversary years of the initial business combination closing price	10 years
Threshold trading days for redemption of public warrants	30 days
Maximum effective price in strategic transaction per share	$ 12
First Price Vesting | Founder Shares
Class of Stock [Line Items]
Vesting rights percentage of Founder shares	25.00%
Share price	$ 12.50
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Second Price Vesting | Founder Shares
Class of Stock [Line Items]
Vesting rights percentage of Founder shares	25.00%
Share price	$ 15
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Third Price Vesting | Founder Shares
Class of Stock [Line Items]
Vesting rights percentage of Founder shares	50.00%
Share price	$ 17.50
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares) | shares	400,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares, shares issued (in shares) | shares	0
Common shares, shares outstanding (in shares) | shares	0
Share price	$ 12
Class A ordinary shares | First Price Vesting
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	5.8
Share price	$ 12.50
Class A ordinary shares | Second Price Vesting
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	11.5
Share price	$ 15
Class A ordinary shares | Third Price Vesting
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	23.1
Share price	$ 17.50
Class A ordinary shares subject to possible redemption
Class of Stock [Line Items]
Temporary equity, shares outstanding | shares	34,360,391
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares) | shares	40,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares, shares issued (in shares) | shares	10,308,117
Common shares, shares outstanding (in shares) | shares	10,308,117

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2021USD ($)
Assets:
Investments held in Trust Account	$ 343,652,115
Liabilities:
Derivative warrant liabilities	15,870,082
Level 1 | Recurring | Public Warrants
Liabilities:
Derivative warrant liabilities	5,908,613
Level 1 | U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	343,652,115
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 9,961,468

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021Y$ / shares	May 20, 2021$ / sharesY
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	20	20
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.74	9.61
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	26	31
Term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y	5	5
Estimate time to consummation of Business Combination (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y	0.38	1
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.26	1.26
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in FV of warrant liabilities (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of derivative warrant liabilities	$ (13,557,855)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	26,573,334
Change in fair value of derivative warrant liabilities	(5,516,149)
Transfer of Public Warrants to Level 1	(13,950,318)
Derivative liabilities at end of period	9,961,468
Level 3 | Over-allotment
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	$ 2,854,602

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ (13,557,855)
Loss upon issuance of private placement warrants	4,024,027
Fair value assets level 1 to level 2 transfers	0
Fair value assets level 2 to level 1 transfers	0
Fair value liabilities level 1 to level 2 transfers	0
Fair value liabilities level 2 to level 1 transfers	0
Fair value assets transferred into (out of) level 3	0
Option Pricing Method
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	14,000,000
Change in fair value of derivative liabilities	11,600,000
Loss upon issuance of private placement warrants	$ 4,000,000