Motive Capital Corp II (MTVC) 10-Q 18 Jan 22 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2021	Jan. 18, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-41127
Entity Registrant Name	MOTIVE CAPITAL CORP II
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1627112
Entity Address, Address Line One	7 World Trade Center
Entity Address, Address Line Two	250 Greenwich Street, Floor 47
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	651-0200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001885754
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Unit Each Consisting Of One Class Common Stock And One Third 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-third of one redeemable warrant
Trading Symbol	MTVC U
Security Exchange Name	NYSE
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	MTVC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		34,137,444
Warrants, each whole warrant exercisable for one share of Class A Common Stock 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 $11.50
Trading Symbol	MTVC WS
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,534,361

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
ASSETS
Deferred offering costs associated with proposed public offering	$ 133,735
Total assets	133,735
LIABILITIES AND SHAREHOLDER'S EQUITY
Accrued expenses	119,326
Due to related party	123
Total current liabilities	119,449
Commitments and Contingencies
Shareholder's Equity
Additional paid-in capital	24,137
Accumulated deficit	(10,714)
Total Shareholder's equity	14,286
Total Liabilities and Shareholder's Equity	133,735
Class B Common Stock
Shareholder's Equity
Common stock	$ 863	[1],[2]
[1]	On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding .
[2]	This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding .

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Dec. 16, 2021	Dec. 06, 2021	Aug. 31, 2021	Sep. 30, 2021	Aug. 04, 2021
Preferred stock, par value, (per share)				$ 0.0001
Preferred stock, shares authorized				5,000,000
Preferred stock, shares issued				0
Preferred stock, shares outstanding				0
Over-allotment option
Purchase price, per unit	$ 10
Shares Subject To Forfeiture	90,639
Class A Common Stock
Preferred stock, par value, (per share)				$ 0.0001
Common shares, par value, (per share)				$ 0.0001
Common shares, shares authorized				500,000,000
Common shares, shares issued				0
Common shares, shares outstanding				0
Class B Common Stock
Common shares, par value, (per share)				$ 0.0001	$ 0.0001
Common shares, shares authorized				50,000,000	50,000,000
Common shares, shares issued	8,534,361			8,625,000
Common shares, shares outstanding	8,534,361	8,625,000		8,625,000
Common Stock Dividends, Shares		1,437,500
Class B Common Stock | Over-allotment option
Shares Subject To Forfeiture	90,639		1,125,000	1,125,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS	3 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Formation and operating costs | $	$ 10,714
Net loss | $	$ (10,714)
Class B Common Stock Not Subject to Redemption [Member]
Weighted Average Number of Shares Outstanding, Basic | shares	7,500,000	[1],[2]
Weighted Average Number of Shares Outstanding, Diluted | shares	7,500,000
Basic net loss per common share | $ / shares	$ 0
Diluted net loss per common share | $ / shares	$ 0
[1]	On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding .
[2]	This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding .

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Dec. 16, 2021	Dec. 06, 2021	Aug. 31, 2021	Sep. 30, 2021
Class A Common Stock
Common shares, shares outstanding				0
Common shares, shares issued				0
Class B Common Stock
Common Stock Dividends, Shares		1,437,500
Common shares, shares outstanding	8,534,361	8,625,000		8,625,000
Common shares, shares issued	8,534,361			8,625,000
Over-allotment option
Shares Subject To Forfeiture	90,639
Over-allotment option | Class B Common Stock
Shares Subject To Forfeiture	90,639		1,125,000	1,125,000

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 3 months ended Sep. 30, 2021 - USD ($)		Class A Common StockCommon Stock	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jul. 15, 2021		$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jul. 15, 2021		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	[1],[2]	$ 0	$ 863	24,137	0	25,000
Issuance of Class B common stock to Sponsors (in shares)	[1],[2]	0	8,625,000
Net loss		$ 0	$ 0	0	(10,714)	(10,714)
Balance at the end at Sep. 30, 2021		$ 0	$ 863	$ 24,137	$ (10,714)	$ 14,286
Balance at the end (in shares) at Sep. 30, 2021		0	8,625,000
[1]	On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding .
[2]	This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding .

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - shares	Dec. 16, 2021	Dec. 06, 2021	Aug. 31, 2021	Sep. 30, 2021
Class A Common Stock
Common shares, shares outstanding				0
Common shares, shares issued				0
Class B Common Stock
Common Stock Dividends, Shares		1,437,500
Common shares, shares outstanding	8,534,361	8,625,000		8,625,000
Common shares, shares issued	8,534,361			8,625,000
Over-allotment option
Shares Subject To Forfeiture	90,639
Over-allotment option | Class B Common Stock
Shares Subject To Forfeiture	90,639		1,125,000	1,125,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (10,714)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating expenses funded by note payable through Sponsor	123
Payment of formation costs through issuance of ordinary shares to Sponsor	6,549
Accrued expenses	4,042
Net cash used in operating activities	0
Net increase in cash	0
Cash - beginning of period	0
Cash - beginning of period	0
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued expenses	115,284
Deferred offering costs paid through prepaid legal expense funded by Sponsor	$ 18,451

Description of Organization, Bu

Description of Organization, Business Operations, and Basis of Presentation	3 Months Ended
	Sep. 30, 2021
Description of Organization, Business Operations, and Basis of Presentation
Description of Organization, Business Operations, and Basis of Presentation	Note 1 — Description of Organization, Business Operations, and Basis of Presentation Organization and General Motive Capital Corp II (the “Company”) is a blank check company incorporated in the Cayman Islands on July 16, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 16, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the proposed initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Motive Capital Funds Sponsor II, LLC, a Cayman Islands limited liability company (the “Sponsor”). On December 9, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.001 per share (the “Class A Shares”) and one On December 16, 2021, the Company consummated the closing of the Option, pursuant to which the underwriters purchased an aggregate of 4,137,444 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $41,374,440. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Company completed a private sale of an additional 1,103,318 Private Placement Warrants to the Sponsor generating gross proceeds to the Company of $1,654,978. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Sponsor surrendered 90,639 Class B ordinary shares, par value $0.0001 per share. Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $348,201,929 (equal to $10.20 per Unit), comprised of $334,546,951 of the proceeds from the Initial Public Offering, including $11,948,105 of the underwriters’ deferred discount, and $13,654,978 of the proceeds from the Private Placement, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the Initial Public Offering with a Sponsor option to extend to 24 months or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial Business Combination within 18 months (with a Sponsor option to extend to 24 months) from the closing of the Initial Public Offering, subject to applicable law. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earliest of: (i) the completion of the Company’s initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the Completion Window (as defined below) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial Business Combination within the Completion Window, the Company’s return of the funds held in the Trust Account to its public shareholders as part of its redemption of the public shares. The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file tender offer documents with the Securities and Exchange Commission (the “SEC”) prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire during or after the Proposed Public Offering in connection with the completion of a Business Combination. The Amended and Restated Memorandum and Articles of Association will 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within (A) the 18-month period from the closing of this offering, (B) the 24-month period from the closing of this offering if the Sponsor has extended the period of time for the Company to consummate a Business Combination by purchasing additional Private Placement Warrants, or (C) such other time period in which the Company must consummate a Business Combination pursuant to an amendment to the Amended and Restated Memorandum and Articles of Association (the “Completion Window”), 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 have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the initial shareholders acquire Public Shares in or after the Proposed 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 Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 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 Target that 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, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than 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 any monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's final prospectus for its Initial Public Offering as filed with the SEC on December 9, 2021, as well as the Company's Current Reports on Form 8-K, as filed with the SEC on December 16, 2021. The interim results for the period from July 16, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Liquidity and Capital Resources As of September 30, 2021, the Company had a cash balance of $0 and working capital deficiency of $119,449. Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its Initial Public Offering (see Note 3) and Private Placement (see Note 4). Of the net proceeds from the Initial Public Offering and associated Private Placement, $348,201,929 of cash was placed in the Trust Account and $3,786,333 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In order to finance transaction costs in connection with a Business Combination, the Company’s 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 below (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies 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 or cash equivalents as of September 30, 2021. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities” from Equity (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $133,735 consist of costs that are directly related to the Initial Public Offering. Upon the consummation of the Initial Public Offering, deferred offering costs were charged against the carrying value of Class A ordinary shares. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 4). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified 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. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Class B Ordinary Shares On August 4, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares. The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividends. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Sponsor surrendered 90,639 Class B Ordinary Shares, resulting in 8,534,361 shares issued and outstanding Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. ​ ​

Initial Public Offering

Initial Public Offering	3 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On December 9, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units. Each Unit consists of one Class A ordinary share and one -third of one redeemable warrant (each, a "Public Warrant"). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Also on December 16, 2021, the Company consummated the closing of the Option, pursuant to which the Underwriters purchased 4,137,444 Over-Allotment Units. In total, 34,137,444 units were sold for gross proceeds of $341,374,440 .

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Due to Related Party As of September 30, 2021, there was $123 due to a related party for services paid for on behalf of the Company. Founder Shares On August 4, 2021, the Sponsor acquired 7,187,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 7,187,500 Class B founder shares. On December 6, 2021 the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding. Prior to the initial investment in the company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. Up to 1,125,000 ordinary shares are subject to forfeiture by the subscribers if the underwriters of the Initial Public Offering of Units of the Company do not fully exercise their option to purchase additional Units. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding Private Placement Warrants Simultaneously with the consummation of the Initial Public Offering, the Company completed the private sale of 10,666,667 Private Placement Warrants”. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Company completed the sale of an additional 1,103,318 Private Placement Warrants. In total, 11,769,985 Private Placement Warrants were sold at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, generating gross proceeds to the Company of $17,654,978. Related Party Promissory Note On August 4, 2021, the Sponsor agreed to loan the Company up to $300,000 (the “Promissory Note”) to be used for a portion of the expenses of this offering. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Note still remains outstanding to date and is due on demand. The facility is no longer available to be drawn. As of September 30, 2021, a total of $0 was outstanding under the Promissory Note. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company has not borrowed any amount under the Working Capital Loans. Expressions of Interest and Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with fund vehicles managed by an affiliate of Motive Partners (collectively, the “Motive Fund Vehicles”), pursuant to which the Motive Fund Vehicles will commit that they intend to purchase from the Company 10,000,000 forward purchase units (the “Forward Purchase Units”), with each Forward Purchase Unit consisting of one Class A ordinary share (or a “Forward Purchase Share”) and one-third There can be no assurance that the Motive Fund Vehicles will acquire any Forward Purchase Units or what amount of equity the Motive Fund Vehicle will retain, if any, upon the consummation of the Company’s initial Business Combination.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid a discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). In addition, as a result of the closing of the Over-Allotment Option, an additional $827,489 underwriter fees was paid at closing and $1,448,105 Deferred Discount payable only upon the Company’s completion of its initial Business Combination.

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Sep. 30, 2021
Shareholder's Equity
Shareholder's Equity	Note 6 — Shareholder’s Equity Preference Shares — outstanding Class A Ordinary Shares — outstanding Class B Ordinary Shares — outstanding Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholder except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The shares of Class B ordinary shares outstanding upon the completion of the Initial Public Offering, will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as described herein. The Class B ordinary shares are convertible into shares of the Company’s Class A ordinary shares on a one-for-one basis, subject to adjustment as described herein. Prior to the initial Business Combination, only holders of the Class B founder shares will be entitled to vote on the appointment of directors.

Warrants

Warrants	3 Months Ended
	Sep. 30, 2021
Warrants
Warrants	Note 7 — Warrants As of September 30, 2021, there were no warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if 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 the Company’s option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes (other than any forward purchase securities) in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by the Sponsor, initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of Public Warrants when the price per share of Class A ordinary shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. The Company will not redeem the public warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A ordinary shares is available throughout the 30-day redemption period or the Company requires the Public Warrants to be exercised on a cashless basis as described below. If the Company calls the warrants for redemption as described above, its management will have the option to require any holders that wish to exercise warrants to do so on a “cashless basis.” If the Company takes advantage of this option, each holder would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average closing price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The “10-day average closing price” means, as of any date, the average last reported sale price of the Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to such date.

Subsequent Events

Subsequent Events	3 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 8 — Subsequent Events On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares which are included retroactively in the balance sheet as of September 30, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Sponsor surrendered 90,639 Class B Ordinary Shares, resulting in 8,534,361 shares issued and outstanding ​ The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than the events described in the Notes above, including completion of the Initial Public Offering and the sale of the Private Placement Warrants, management did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
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 or cash equivalents as of September 30, 2021.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet.
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities” from Equity (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $133,735 consist of costs that are directly related to the Initial Public Offering. Upon the consummation of the Initial Public Offering, deferred offering costs were charged against the carrying value of Class A ordinary shares.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 4). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified 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. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Class B Ordinary Shares	Class B Ordinary Shares On August 4, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares. The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividends. On December 16, 2021, in connection with the sale of Over-Allotment Units, the Sponsor surrendered 90,639 Class B Ordinary Shares, resulting in 8,534,361 shares issued and outstanding
Income Taxes	Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations, and Basis of Presentation (Details)	Dec. 16, 2021USD ($)$ / sharesshares	Dec. 09, 2021USD ($)$ / sharesshares	Jul. 16, 2021item	Sep. 30, 2021USD ($)$ / sharesshares	Aug. 04, 2021$ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item			1
Exercise price of warrants | $ / shares				$ 11.50
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination				50.00%
Investments Maximum Maturity Term				185 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Minimum net tangible assets upon consummation of business combination				$ 5,000,001
Threshold percentage of public shares subject to redemption without company's prior written consent				15.00%
Threshold business days for redemption of public shares				10 days
Maximum net interest to pay dissolution expenses				$ 100,000
Cash balance				0
Working Capital				119,449
Cash held outside the Trust Account				3,786,333
Working capital loans outstanding				$ 0
Initial business combination				18 months
Initial business combination using sponsor option				24 months
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares				$ 0.0001
Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share) | $ / shares				0.0001	$ 0.0001
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares	$ 1.50			$ 1.50
Number of warrants issued | shares				10,666,667
Proceeds from sale of Private Placement Warrants	$ 17,654,978
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit | shares		0.3
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		30,000,000
Price Per Share | $ / shares		$ 10
Gross proceeds from initial public offering		$ 300,000,000		$ 334,546,951
Underwriters' deferred discount				$ 11,948,105
Initial Public Offering. | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares		1
Common shares, par value, (per share) | $ / shares		$ 0.001
Initial Public Offering. | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price Per Share | $ / shares				$ 10.20
Proceeds from initial public offering and sale of Private Placement Warrants				$ 348,201,929
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit | shares		0.33
Initial Public Offering. | Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares		$ 11.50
Number of shares per warrant | shares		1
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued | shares		10,666,667
Price of warrant | $ / shares		$ 1.50
Proceeds from sale of Private Placement Warrants		$ 16,000,000		$ 13,654,978
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	4,137,444	4,500,000		34,137,444
Price Per Share | $ / shares	$ 10
Gross proceeds from initial public offering	$ 41,374,440			$ 341,374,440
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued | shares	1,103,318
Proceeds from sale of Private Placement Warrants	$ 1,654,978
Sponsor | Over-allotment option | Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	90,639
Common shares, par value, (per share) | $ / shares	$ 0.0001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 16, 2021	Dec. 06, 2021	Aug. 04, 2021	Aug. 31, 2021	Sep. 30, 2021
Cash equivalents					$ 0
Unrecognized tax benefits					0
Unrecognized tax benefits accrued for interest and penalties					0
Deferred offering costs					$ 133,735
Over-allotment option
Shares subject to forfeiture	90,639
Class B Common Stock
Maximum shares subject to forfeiture					1,125,000
Common shares, shares authorized (in shares)			50,000,000		50,000,000
Common shares, par value (in dollars per share)			$ 0.0001		$ 0.0001
Share dividend		1,437,500
Common shares, shares issued (in shares)	8,534,361				8,625,000
Common shares, shares outstanding (in shares)	8,534,361	8,625,000			8,625,000
Class B Common Stock | Subsequent event
Share dividend	1,437,500	1,437,500
Common shares, shares issued (in shares)	8,534,361
Common shares, shares outstanding (in shares)	8,534,361	8,625,000
Class B Common Stock | Sponsor
Certain offering and formation costs			$ 25,000
Number of shares issued			7,187,500
Class B Common Stock | Over-allotment option
Shares subject to forfeiture	90,639			1,125,000	1,125,000
Class B Common Stock | Over-allotment option | Subsequent event
Shares subject to forfeiture	90,639
Class B Common Stock | Over-allotment option | Sponsor
Common shares, par value (in dollars per share)	$ 0.0001

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Dec. 16, 2021	Dec. 09, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 11.50
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.3
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units sold		30,000,000
Gross proceeds from initial public offering		$ 300,000,000	$ 334,546,951
Initial Public Offering. | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.33
Initial Public Offering. | Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,137,444	4,500,000	34,137,444
Number of underwriters purchased	4,137,444
Gross proceeds from initial public offering	$ 41,374,440		$ 341,374,440

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)		Dec. 16, 2021shares	Dec. 06, 2021USD ($)shares	Aug. 04, 2021USD ($)shares	Aug. 31, 2021shares	Sep. 30, 2021USD ($)shares
Related Party Transaction [Line Items]
Aggregate purchase price | $	[1],[2]					$ 25,000
Ordinary shares converted						1
Class B Common Stock
Related Party Transaction [Line Items]
Share dividend			1,437,500
Common shares, shares issued		8,534,361				8,625,000
Common shares, shares outstanding		8,534,361	8,625,000			8,625,000
Over-allotment option
Related Party Transaction [Line Items]
Number of shares subject to forfeiture		90,639
Over-allotment option | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares subject to forfeiture		90,639			1,125,000	1,125,000
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture			1,125,000
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $				$ 25,000
Stock Issued During Period Shares Acquisitions				7,187,500
Initial investment by sponsor | $			$ 25,000
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued				7,187,500
Share dividend			1,437,500
Common shares, shares outstanding			8,625,000
[1]	On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding .
[2]	This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding .

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)		Dec. 16, 2021USD ($)$ / sharesshares	Dec. 09, 2021USD ($)$ / sharesshares	Aug. 04, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Purchase price | $ / shares					$ 11.50
Working Capital Loans					$ 1,500,000
Aggregate purchase price	[1],[2]				25,000
Due to related party					$ 123
Forward purchase Agreement Member
Related Party Transaction [Line Items]
Number of warrants issued | shares					1
Price Per Share | $ / shares					$ 10
Number of shares issued | shares					10,000,000
Number of ordinary share | shares					1
Number of warrants					0.33
Over-allotment option
Related Party Transaction [Line Items]
Price Per Share | $ / shares		$ 10
Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants issued | shares					10,666,667
Proceeds from sale of Private Placement Warrants		$ 17,654,978
Purchase price | $ / shares		$ 1.50			$ 1.50
Number of shares issued | shares		11,769,985
Private Placement Warrants | Forward purchase Agreement Member
Related Party Transaction [Line Items]
Aggregate purchase price					$ 100,000,000
Private Placement Warrants | Private Placement
Related Party Transaction [Line Items]
Number of warrants issued | shares			10,666,667
Price of warrant | $ / shares			$ 1.50
Proceeds from sale of Private Placement Warrants			$ 16,000,000		13,654,978
Private Placement Warrants | Over-allotment option
Related Party Transaction [Line Items]
Number of warrants issued | shares		1,103,318
Proceeds from sale of Private Placement Warrants		$ 1,654,978
Number of shares issued | shares		1,103,318
Promissory Note with Related Party
Related Party Transaction [Line Items]
Proceeds From Related Party Note				$ 300,000
Short Term Borrowings					$ 0
[1]	On December 16, 2021, the underwriters exercised their over-allotment option in part, resulting in the forfeiture of 90,639 Class B ordinary shares by our Sponsor and 8,534,361 Class B ordinary shares issued and outstanding .
[2]	This number includes an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). On December 6, 2021, the Company issued a dividend of 1,437,500 Class B ordinary shares, resulting in 8,625,000 Class B ordinary shares outstanding .

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Sep. 30, 2021USD ($)
Commitments and Contingencies
Underwriting cash discount per unit	2.00%
Additional fee percentage of gross offering proceeds payable	3.50%
Aggregate deferred underwriting fee payable	$ 827,489
Deferred discount payable	$ 1,448,105

Shareholder's Equity - Preferre

Shareholder's Equity - Preferred Stock Shares (Details)	Sep. 30, 2021$ / sharesshares
Shareholder's Equity
Preferred shares, shares authorized	5,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Shareholder's Equity - Common S

Shareholder's Equity - Common Stock Shares (Details)	Dec. 16, 2021$ / sharesshares	Dec. 06, 2021shares	Aug. 04, 2021USD ($)$ / sharesshares	Aug. 31, 2021shares	Sep. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Ordinary shares converted					1
Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture	90,639
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)					500,000,000
Common shares, par value (in dollars per share) | $ / shares					$ 0.0001
Common shares, shares issued (in shares)					0
Common shares, shares outstanding (in shares)					0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			50,000,000		50,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)	8,534,361				8,625,000
Common shares, shares outstanding (in shares)	8,534,361	8,625,000			8,625,000
Share dividend		1,437,500
Class B Common Stock | Subsequent event
Class of Stock [Line Items]
Common shares, shares issued (in shares)	8,534,361
Common shares, shares outstanding (in shares)	8,534,361	8,625,000
Share dividend	1,437,500	1,437,500
Class B Common Stock | Sponsor
Class of Stock [Line Items]
Certain offering and formation costs | $			$ 25,000
Number of shares issued			7,187,500
Class B Common Stock | Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture	90,639			1,125,000	1,125,000
Class B Common Stock | Over-allotment option | Subsequent event
Class of Stock [Line Items]
Shares subject to forfeiture	90,639
Class B Common Stock | Over-allotment option | Sponsor
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001

Warrants - (Details)

Warrants - (Details)	3 Months Ended
	Sep. 30, 2021itemD$ / sharesshares
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	60 days
Threshold trading days for redemption of public warrants	10 days
Threshold number of business days before sending notice of redemption to warrant holders | D	10
Redemption period	30 days
Trading period after business combination used to measure dilution of warrant | item	10
Threshold Trading Days For Calculating Volume Weighted Average Price	10 days
Stock price trigger for redemption of public warrants	$ 18
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage Of Gross Proceeds On Total Equity Proceeds	60.00%
Threshold Period for Filling Registration Statement After Business Combination	15 days
Warrants outstanding | shares	0
Share Price	$ 9.20
Percentage of adjustment of redemption price of stock based on market value.	180.00%
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Stock price trigger for redemption of public warrants	$ 18
Private Placement Warrants
Class of Warrant or Right [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants And Rights Outstanding Exercisable Term After Business Combination	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Threshold consecutive trading days for redemption of public warrants | item	30
Stock price trigger for redemption of public warrants	$ 18

Subsequent Events (Details)

Subsequent Events (Details) - shares	Dec. 16, 2021	Dec. 06, 2021	Aug. 31, 2021	Sep. 30, 2021
Over-allotment option
Subsequent Event [Line Items]
Shares Subject To Forfeiture	90,639
Class B Common Stock
Subsequent Event [Line Items]
Common Stock Dividends, Shares		1,437,500
Common Stock, Shares, Outstanding	8,534,361	8,625,000		8,625,000
Common Stock, Shares, Issued	8,534,361			8,625,000
Class B Common Stock | Over-allotment option
Subsequent Event [Line Items]
Shares Subject To Forfeiture	90,639		1,125,000	1,125,000
Subsequent event | Class B Common Stock
Subsequent Event [Line Items]
Common Stock Dividends, Shares	1,437,500	1,437,500
Common Stock, Shares, Outstanding	8,534,361	8,625,000
Common Stock, Shares, Issued	8,534,361
Subsequent event | Class B Common Stock | Over-allotment option
Subsequent Event [Line Items]
Shares Subject To Forfeiture	90,639