10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

TB SA ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40260	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

PO Box 1093, Boundary Hall Cricket Square Grand Cayman, Cayman Islands	KY 1-1102
(Address of principal executive offices)	(Zip Code)

(345) 814-5771

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share	TBSAU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	TBSA	The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	TBSAW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☒    No  ☐

As of November 22, 2021, 20,000,000 Class A ordinary shares, par value $0.0001 per share (including 20,000,000 Class A ordinary shares subject to possible redemption that are classified as temporary equity), and 5,000,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

TB SA ACQUISITION CORP

Form 10-Q

For the Period Ended September 30, 2021

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		1
	Unaudited Condensed Balance Sheet as of September 30, 2021		1
	Unaudited Condensed Statements of Operations for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021		2
	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the period from January 27, 2021 (inception) through September 30, 2021		3
	Unaudited Condensed Statement of Cash Flows for the period from January 27, 2021 (inception) through September 30, 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		26
Item 3.	Defaults Upon Senior Securities		26
Item 4.	Mine Safety Disclosures		26
Item 5.	Other Information		27
Item 6.	Exhibits		27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TB SA ACQUISITION CORP

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2021

(Unaudited)

	September 30, 2021
Assets
Current assets:
Cash	$	486,626
Prepaid expenses		574,903
Total current assets		1,061,529
Cash held in Trust account		200,010,548
Prepaid expenses, non-current		263,055
Total assets	$	201,335,132
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	167,000
Due to related party		126,065
Total current liabilities		293,065
Warrant liabilities		6,380,001
Total liabilities		6,673,066
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share		200,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500
Additional paid-in capital		—
Accumulated deficit		(5,338,434	)
Total shareholders’ deficit		(5,337,934	)
Total Liabilities and Shareholders’ Deficit	$	201,335,132

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TB SA ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(Unaudited)

	Three Months Ended September 30, 2021			January 27, 2021 (Inception) Through September 30, 2021
Formation and operating costs	$	461,855		$	791,441
Loss from operations		(461,855	)		(791,441	)
Other Income (Expense)
Interest income		3,413			10,548
Offering expenses related to warrant issuance		—			(228,331	)
Change in fair value of warrant liabilities		4,620,000			8,689,999
Total other income		4,623,413			8,472,216
Net income	$	4,161,558		$	7,680,775
Weighted average shares outstanding of Class A ordinary share		20,000,000			15,384,615
Basic and diluted net income per share, Class A ordinary share	$	0.17		$	0.38
Weighted average shares outstanding of Class B ordinary share		5,000,000			4,898,785
Basic and diluted net income per share, Class B ordinary share	$	0.17		$	0.38

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TB SA ACQUISITION CORP

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(Unaudited)

	Ordinary Shares										Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Equity (Deficit)
	Class A				Class B
	Shares		Amount		Shares			Amount
Balance as of January 27, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—
Issuance of Founder Shares		—		—		5,750,000			575			24,425			—			25,000
Excess Sponsor paid over Fair value of Private Placement Warrants		—		—		—			—			563,334			—			563,334
Net income		—		—		—			—			—			280,867			280,867
Accretion of Class A ordinary shares to redemption value		—		—		—			—			(587,759	)		(13,019,284	)		(13,607,043	)
Balance as of March 31, 2021, as restated		—	$	—		5,750,000		$	575		$	—		$	(12,738,417	)	$	(12,737,842	)
Forfeiture of Founder Shares		—		—		(750,000	)		(75	)		—			75			—
Net income		—		—		—			—			—			3,238,350			3,238,350
Balance as of June 30, 2021, as restated		—	$	—		5,000,000		$	500		$	—		$	(9,499,992	)	$	(9,499,492	)
Net income		—		—		—			—			—			4,161,558			4,161,558
Balance as of September 30, 2021		—	$	—		5,000,000		$	500		$	—		$	(5,338,434	)	$	(5,337,934	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TB SA ACQUISITION CORP

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(Unaudited)

Cash Flows from Operating Activities:
Net income	$	7,680,775
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account		(10,548	)
Change in fair value of warrant liabilities		(8,689,999	)
Offering costs allocated to Warrants		228,331
Changes in current assets and current liabilities:
Prepaid assets		(837,958	)
Accounts payable and accrued expenses		167,000
Due to related party		126,065
Net cash used in operating activities		(1,336,334	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(200,000,000	)
Net cash used in investing activities		(200,000,000	)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter’s discount		196,000,000
Proceeds from purchase of Private Placement Warrants by related party		6,500,001
Proceeds from issuance of Founder Shares		25,000
Proceeds from issuance of Promissory note—related party		133,541
Payment of Promissory note—related party		(133,541	)
Payments of offering costs		(702,041	)
Net cash provided by financing activities		201,822,960
Net Change in Cash		486,626
Cash—Beginning		—
Cash—Ending	$	486,626
Supplemental Disclosure of Non-Cash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$	200,000,000
Initial value of warrant liabilities	$	15,070,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TB SA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Organization and Business Operations

Organization and General

TB SA Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into 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 not limited to a particular industry or geographic region for purposes of consummating its 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. The Company has selected December 31 as its fiscal year end.

As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) 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 cash and cash equivalents from the proceeds derived from the IPO.

Financing

The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $4,702,041 consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs. Of the total transaction cost $228,331 was reclassed to expense as non-operating expense in the statements of operations with the rest of the offering costs charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) 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, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

5

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s sponsor, TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsor has 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 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

6

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 underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Going Concern Consideration

As of September 30, 2021, the Company had approximately $0.5 million in its operating bank account, and working capital of approximately $0.8 million. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in 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 officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and

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restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per ordinary share while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the ordinary shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares participate pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of March 25, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	181,753,690		$	18,246,310		$	200,000,000
Class A ordinary shares		182			(182	)		—
Class B ordinary shares		575			—			575
Additional paid-in capital		5,237,143			(5,237,143	)		—
Accumulated deficit		(237,892	)		(13,008,985	)		(13,246,877	)
Total shareholders’ Equity (Deficit)	$	5,000,008		$	(18,246,310	)	$	(13,246,302	)
Number of shares subject to redemption		18,175,369			1,824,631			20,000,000

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	As Reported		Adjustment			As Restated
Balance Sheet as of March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	182,262,157	$	17,737,843		$	200,000,000
Class A ordinary shares		177		(177	)		—
Class B ordinary shares		575		—			575
Additional paid-in capital		4,718,382		(4,718,382	)		—
Retained earnings (accumulated deficit)		280,867		(13,019,284	)		(12,738,417	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(17,737,843	)	$	(12,737,842	)
Number of shares subject to redemption		18,226,216		1,773,784			20,000,000
Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 23, 2021)
Class A ordinary shares subject to possible redemption	$	185,500,507	$	14,499,493		$	200,000,000
Class A ordinary shares		145		(145	)		—
Class B ordinary shares		500		—			500
Additional paid-in capital		1,480,139		(1,480,139	)		—
Retained earnings (accumulated deficit)		3,519,217		(13,019,209	)		(9,499,992	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(14,499,493	)	$	(9,499,492	)
Number of shares subject to redemption		18,550,051		1,449,949			20,000,000
Statement of Operations for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,182,633		(15,995,133	)		2,187,500
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.04		$	0.04
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		5,891,351		(1,281,976	)		4,609,375
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.05	$	(0.01	)	$	0.04

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	As Reported			Adjustment			As Restated
Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,229,775			1,770,225			20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.13		$	0.13
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		7,066,929			(2,066,929	)		5,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.46		$	(0.33	)	$	0.13
Statement of Operations for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,226,407			(5,581,246	)		12,645,161
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.20		$	0.20
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		6,482,387			(1,643,677	)		4,838,710
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.54		$	(0.34	)	$	0.20
Statement of Changes in Shareholders’ Equity for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants	$	186,392,957		$	(186,392,957	)	$	—
Class A ordinary shares subject to possible redemption (As of March 31, 2021)		(182,262,157	)		182,262,157			—
Class A ordinary shares subject to possible redemption (As of June 30, 2021)		(3,238,350	)		3,238,350			—
Accretion of Class A ordinary shares subject to possible redemption		—			(13,607,043	)		(13,607,043	)

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	As Reported		Adjustment			As Restated
Statement of Cash Flows for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		508,467		(508,467	)		—
Statement of Cash Flows for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		3,746,817		(3,746,817	)		—

Note 3—Significant Accounting Policies

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 interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of 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 complete 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 prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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

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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 expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At September 30, 2021, the Trust Account had $200,010,548 held in marketable securities. For the period from January 27, 2021 (inception) through September 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At September 30, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or 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 memorandum and articles of association. 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 to the extent available and accumulated deficit.

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Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

	For the three months ended September 30, 2021				For the period from January 27, 2021 (inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,329,246	$	832,312	$	5,825,738	$	1,855,037
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		15,384,615		4,898,785
Basic and diluted net income per share	$	0.17	$	0.17	$	0.38	$	0.38

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $4,702,041 have been charged to shareholders’ equity (consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs). Of the total transaction cost $228,331 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

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.

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The Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 10).

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 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, 2022 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 effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 4—Initial Public Offering

Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public

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Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

As of September 30, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(9,133,333	)
Class A ordinary share issuance costs		(4,473,710	)
Plus:
Accretion of carrying value to redemption value		13,607,043
Class A ordinary shares subject to possible redemption	$	200,000,000

Note 5—Related Party—Private Placement Warrants

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights.

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 7) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination.

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Note 6—Related Party Transactions

Founder Shares

On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to Company’s initial Business Combination, (x) if the closing price of the Company’s 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 Company’s initial Business Combination or (y) the date on which Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Private Placement Warrants and the respective Class A ordinary shares underlying such Warrants are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination. The foregoing restrictions will not be applicable to transfers (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

Promissory Note—Related Party

On February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. As of the consummation of the IPO on March 25, 2021, the Company had borrowed $133,541 under the Note. On April 16, 2021, the Company repaid the Note in full. As of September 30, 2021, there is no balance owed on the Note and it is no longer available to be drawn upon.

Due to Related Party

The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s

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operations. As of September 30, 2021, the Company owed the Sponsor an aggregate of $126,065, comprised of administrative support fees of $60,000 and other reimbursements of $66,065.

Administrative Support Agreement

Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021 and the period from January 27, 2021 (inception) to September 30, 2021, the Company incurred $30,000 and $62,000 of administrative support expense, respectively.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers 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 the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

Note 7—Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on 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 Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting and Marketing Agreement

The Company has granted the underwriter a 45-day option from March 25, 2021 to purchase up to an additional 3,000,000 Units to cover over-allotments. On May 7, 2021, the underwriter’s over-allotment option expired unexercised.

On March 25, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate. Additionally, the underwriter and TowerBrook Financial, L.P. will assist the Company in holding

17

meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

Note 8—Shareholders’ Equity

Preference Shares—The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At September 30, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares—The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2021, there were no Class A ordinary shares issued or outstanding, excluding 20,000,000 shares subject to possible redemption.

Class B Ordinary Shares—The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At September 30, 2021, there were 5,000,000 Class B ordinary shares issued or outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of the Company’s ordinary shares who attend and vote at the Company’s shareholder meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares.

Note 9—Warrants

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue priceor effective issue price to be determined in good faith by the Company’s board of directors and, in the

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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 consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 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 priceof 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 shares 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.

The Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has 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 for the registration, under the Securities Act, 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, as specified in the warrant agreement; 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, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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 as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

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• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued.

Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

• 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 the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

Note 10—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 include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

20

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	September 30, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
U.S. government securities in Trust Account	$	200,010,548	$	200,010,548		—		—
Liabilities:
Warrant liabilities—Public		3,866,667		3,866,667		—		—
Warrant liabilities—Private		2,513,334		—		—		2,513,334
	$	6,380,001	$	3,866,667	$	—	$	2,513,334

The Company utilized a Monte Carlo simulation model to value the Warrants at the initial measurement date and, for the Private Placement Warrants, at each subsequent reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable SPAC warrants 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 to remain at zero.

As of September 30, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants, and the public warrant liabilities were transferred to Level 1.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements:

	At March 25, 2021 (Initial Measurement)			At September 30, 2021
Share price	$	9.51		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.00
Volatility		30.0	%		11.0	%
Risk-free rate		1.26	%		1.15	%
Dividend yield		0.0	%		0.0	%

21

The following table presents the changes in the fair value of Level 3 liabilities:

	Warrant Liabilities
Fair value as of January 27, 2021	$	—
Initial measurement on March 25, 2021		15,070,000
Change in fair value		(550,000	)
Fair value as of March 31, 2021		14,520,000
Change in fair value		(3,519,999	)
Transfer of public warrant liabilities to Level 1		(6,666,667	)
Fair value as of June 30, 2021		4,333,334
Change in fair value		(1,820,000	)
Fair value as of September 30, 2021	$	2,513,334

Note 11—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from January 27, 2021 (inception) through September 30, 2021, we had a net income of $7.7 million. We recorded a gain on the change in fair value of warrants of $8.7 million, offset by $0.2 million of offering costs allocated to warrants and $0.8 million of formation and operating costs consisting mostly of general and administrative expenses.

For the three months ended September 30, 2021, we had a net income of $4.2 million. We recorded a gain on the change in fair value of warrants of $4.6 million, offset by $0.5 million of formation and operating costs consisting mostly of general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $0.5 million in its operating bank account, and working capital of approximately $0.8 million. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in 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 officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan.

Until consummation of our initial Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6 to our financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded

23

assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our 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 ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

We issued an aggregate of 11,000,000 Warrants in connection with our Initial Public Offering and Private Placement, which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued in connection with our Initial Public Offering and Private Placement has been estimated using Monte Carlo simulations at the initial measurement date and, for the Private Placement Warrants, as of each subsequent measurement date. As of September 30, 2021, the Public Warrants are valued at the quoted market price.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds received into the Trust Account have been invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon this evaluation, management concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) were not effective, due to the previous material weakness in our internal control over financial reporting described in Item 4. Controls and Procedures included in our Quarterly Report on Form 10-Q as filed with the SEC on June 1, 2021 and described further in Item 4. Controls and Procedures in our Quarterly Report on Form 10-Q as filed with the SEC on August 24, 2021, and due to the restatements of our March 25, 2021, March 31, 2021, and June 30, 2021

24

financial statements (the “restatements”) regarding the classification of redeemable Class A Shares, as described below, which combined, constitutes a material weakness in our internal control over financial reporting. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as filed with the SEC on June 1, 2021 and August 24, 2021, respectively, as well as the Company’s balance sheet included on the Company’s Form 8-K, as filed with the SEC on March 31, 2021, and restated on the Form 10-Q filed with the SEC on June 1, 2021, and further revised on the Form 10-Q filed with the SEC on August 24, 2021, certain 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 the Class A ordinary shares in permanent equity. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

It is noted that the non-cash adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2021, covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in internal controls related to the accounting for complex financial instruments, as described above. In response, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to further enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting issues.

25

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on March 22, 2021. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On February 1, 2021, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, the Sponsor transferred an aggregate of 195,000 Founder Shares to the Company’s other initial shareholders. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On March 22, 2021, the Company effected a share surrender resulting in our initial shareholders holding 5,750,000 Founder Shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

Simultaneously with the closing of the Initial Public Offering on March 25, 2021, the Company completed the Private Placement of an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $6.5 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $200,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

On February 1, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the earlier of December 31, 2021, or the completion of the Initial Public Offering. The Company repaid the Note in full on April 16, 2021.

The underwriter of the Initial Public Offering and TowerBrook Financial, L.P. agreed to defer $7,000,000 in marketing fees that will be payable by the Company to the underwriter of the Initial Public Offering and TowerBrook Financial, L.P. upon and concurrently with the consummation of a Business Combination.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

26

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 22nd day of November, 2021.

TB SA ACQUISITION CORP

/s/ Andrew Rolfe

Name:   Andrew Rolfe

Title:     Chief Executive Officer

  (Principal Executive Officer)

/s/ James Crawley

Name:   James Crawley

Title:     Chief Financial Officer

  (Principal Financial and

  Accounting Officer)

28

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Rolfe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of TB SA Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 22, 2021	By:	/s/ Andrew Rolfe
		Andrew Rolfe
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Crawley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of TB SA Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 22, 2021	By:	/s/ James Crawley
		James Crawley
		Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TB SA Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Andrew Rolfe, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 22, 2021	By:	/s/ Andrew Rolfe
		Andrew Rolfe
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TB SA Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, James Crawley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 22, 2021	By:	/s/ James Crawley
		James Crawley
		Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

XML

Cover Page - shares	8 Months Ended
	Sep. 30, 2021	Nov. 22, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	TB SA ACQUISITION CORP
Entity Central Index Key	0001843764
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	E9
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	TBSA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Address, Address Line One	PO Box 1093, Boundary Hall
Entity Address, Address Line Two	Cricket Square
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1102
City Area Code	345
Local Phone Number	814-5771
Entity File Number	001-40260
Capital Units
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 to acquire one Class A ordinary share
Trading Symbol	TBSAU
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	TBSAW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,000,000
Class B Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

XML

Condensed Balance sheet	Sep. 30, 2021 USD ($)
Current assets:
Cash	$ 486,626
Prepaid expenses	574,903
Total current assets	1,061,529
Cash held in Trust account	200,010,548
Prepaid expenses, non-current	263,055
Total assets	201,335,132
Current liabilities:
Accounts payable and accrued expenses	167,000
Due to related party	126,065
Total current liabilities	293,065
Warrant liabilities	6,380,001
Total liabilities	6,673,066
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share	200,000,000
Shareholders' equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(5,338,434)
Total shareholders' deficit	(5,337,934)
Total Liabilities and Shareholders' Deficit	201,335,132
Class A Ordinary Shares [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.00 per share	200,000,000
Shareholders' equity:
Common stock value	0
Class B Ordinary Shares [Member]
Shareholders' equity:
Common stock value	$ 500

XML

Condensed Balance sheet (Parenthetical)	Sep. 30, 2021 $ / shares shares
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10.00
Preferred Stock, Par Value | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A Ordinary Shares [Member]
Temporary equity, shares outstanding	20,000,000
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10.00
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Class B Ordinary Shares [Member]
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	50,000,000
Common Stock, Shares, Issued	5,000,000
Common Stock, Shares, Outstanding	5,000,000

XML

Condensed Statements of Operations - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 461,855	$ 791,441
Loss from operations	(461,855)	(791,441)
Other Income (Expense)
Interest income	3,413	10,548
Offering expenses related to warrant issuance	0	(228,331)
Change in fair value of warrant liabilities	4,620,000	8,689,999
Total other income	4,623,413	8,472,216
Net income	4,161,558	7,680,775
Class A Ordinary Shares [Member]
Other Income (Expense)
Net income	$ 3,329,246	$ 5,825,738
Weighted Average Number of Shares Outstanding, Basic and Diluted	20,000,000	15,384,615
Earnings Per Share, Basic and Diluted	$ 0.17	$ 0.38
Class B Ordinary Shares [Member]
Other Income (Expense)
Net income	$ 832,312	$ 1,855,037
Weighted Average Number of Shares Outstanding, Basic and Diluted	5,000,000	4,898,785
Earnings Per Share, Basic and Diluted	$ 0.17	$ 0.38

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Condensed Statement of Changes in Shareholders' Equity - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class A [Member]	Class A [Member] Ordinary Shares [Member]	Class B [Member]	Class B [Member] Ordinary Shares [Member]
Beginning balance at Jan. 26, 2021	$ 0	$ 0	$ 0		$ 0		$ 0
Beginning balance (in shares) at Jan. 26, 2021					0		0
Issuance of Founder Shares	25,000	24,425					$ 575
Issuance of Founder Shares (in shares)							5,750,000
Excess Sponsor paid over Fair value of Private Placement Warrants	563,334	563,334
Accretion of Class A ordinary shares to redemption value	(13,607,043)	(587,759)	(13,019,284)
Net income	280,867		280,867
Ending balance at Mar. 31, 2021	(12,737,842)	0	(12,738,417)		$ 0		$ 575
Ending balance (in shares) at Mar. 31, 2021					0		5,750,000
Beginning balance at Jan. 26, 2021	0	0	0		$ 0		$ 0
Beginning balance (in shares) at Jan. 26, 2021					0		0
Ending balance at Jun. 30, 2021	(9,499,492)	0	(9,499,992)		$ 0		$ 500
Ending balance (in shares) at Jun. 30, 2021					0		5,000,000
Beginning balance at Jan. 26, 2021	0	0	0		$ 0		$ 0
Beginning balance (in shares) at Jan. 26, 2021					0		0
Net income	7,680,775			$ 5,825,738		$ 1,855,037
Ending balance at Sep. 30, 2021	(5,337,934)	0	(5,338,434)		$ 0		$ 500
Ending balance (in shares) at Sep. 30, 2021					0		5,000,000
Beginning balance at Mar. 31, 2021	(12,737,842)	0	(12,738,417)		$ 0		$ 575
Beginning balance (in shares) at Mar. 31, 2021					0		5,750,000
Forfeiture of Founder Shares		0	75				$ (75)
Forfeiture of Founder Shares (in shares)							(750,000)
Net income	3,238,350		3,238,350
Ending balance at Jun. 30, 2021	(9,499,492)	0	(9,499,992)		$ 0		$ 500
Ending balance (in shares) at Jun. 30, 2021					0		5,000,000
Net income	4,161,558		4,161,558	$ 3,329,246		$ 832,312
Ending balance at Sep. 30, 2021	$ (5,337,934)	$ 0	$ (5,338,434)		$ 0		$ 500
Ending balance (in shares) at Sep. 30, 2021					0		5,000,000

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Condensed Statement of Cash Flows	8 Months Ended
	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 7,680,775
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account	(10,548)
Change in fair value of warrant liabilities	(8,689,999)
Offering costs allocated to Warrants	228,331
Changes in current assets and current liabilities:
Prepaid assets	(837,958)
Accounts payable and accrued expenses	167,000
Due to related party	126,065
Net cash used in operating activities	(1,336,334)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(200,000,000)
Net cash used in investing activities	(200,000,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter's discount	196,000,000
Proceeds from purchase of Private Placement Warrants by related party	6,500,001
Proceeds from issuance of Founder Shares	25,000
Proceeds from issuance of Promissory note—related party	133,541
Payment of Promissory note—related party	(133,541)
Payments of offering costs	(702,041)
Net cash provided by financing activities	201,822,960
Net Change in Cash	486,626
Cash—Beginning	0
Cash—Ending	486,626
Supplemental Disclosure of Non-Cash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	200,000,000
Initial value of warrant liabilities	$ 15,070,000

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Organization and Business Operations

8 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Note 1—Organization and Business Operations

Organization and General

TB SA Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was formed for the purpose of entering into 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 not limited to a particular industry or geographic region for purposes of consummating its 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. The Company has selected December 31 as its fiscal year end.

As of September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and preparation for its initial public offering (“Initial Public Offering” or “IPO”) 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 cash and cash equivalents from the proceeds derived from the IPO.

Financing

The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $4,702,041 consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs. Of the total transaction cost $228,331 was reclassed to expense as non-operating expense in the statements of operations with the rest of the offering costs charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the IPO on March 25, 2021, an amount of $200,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) 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, and (c) the redemption of the Company’s public shares if the Company is unable to complete its initial Business Combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $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 Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have 24 months from the closing of the IPO (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s sponsor, TCP SA, LLC, a Cayman Islands limited liability company (the “Sponsor”), officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Placement Warrants and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsor has 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 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 underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Going Concern Consideration

As of September 30, 2021, the Company had approximately $0.5 million in its operating bank account, and working capital of approximately $0.8 million. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the net proceeds from the consummation of the Private Placement not held in 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 officers and directors may, but are not obligated to, provide the Company with working capital loans. As of September 30, 2021, there were no amounts outstanding under any working capital loan.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of a Business Combination or one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and

restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

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Restatement of Previously Issued Financial Statements

8 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per ordinary share while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the ordinary shares and determined that the ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and ordinary shares.

In connection with the change in presentation for the ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to ordinary shares subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares participate pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of March 25, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	181,753,690		$	18,246,310		$	200,000,000
Class A ordinary shares		182			(182	)		—
Class B ordinary shares		575			—			575
Additional paid-in capital		5,237,143			(5,237,143	)		—
Accumulated deficit		(237,892	)		(13,008,985	)		(13,246,877	)
Total shareholders’ Equity (Deficit)	$	5,000,008		$	(18,246,310	)	$	(13,246,302	)
Number of shares subject to redemption		18,175,369			1,824,631			20,000,000

	As Reported		Adjustment			As Restated
Balance Sheet as of March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	182,262,157	$	17,737,843		$	200,000,000
Class A ordinary shares		177		(177	)		—
Class B ordinary shares		575		—			575
Additional paid-in capital		4,718,382		(4,718,382	)		—
Retained earnings (accumulated deficit)		280,867		(13,019,284	)		(12,738,417	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(17,737,843	)	$	(12,737,842	)
Number of shares subject to redemption		18,226,216		1,773,784			20,000,000
Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 23, 2021)
Class A ordinary shares subject to possible redemption	$	185,500,507	$	14,499,493		$	200,000,000
Class A ordinary shares		145		(145	)		—
Class B ordinary shares		500		—			500
Additional paid-in capital		1,480,139		(1,480,139	)		—
Retained earnings (accumulated deficit)		3,519,217		(13,019,209	)		(9,499,992	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(14,499,493	)	$	(9,499,492	)
Number of shares subject to redemption		18,550,051		1,449,949			20,000,000
Statement of Operations for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,182,633		(15,995,133	)		2,187,500
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.04		$	0.04
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		5,891,351		(1,281,976	)		4,609,375
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.05	$	(0.01	)	$	0.04

	As Reported			Adjustment			As Restated
Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,229,775			1,770,225			20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.13		$	0.13
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		7,066,929			(2,066,929	)		5,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.46		$	(0.33	)	$	0.13
Statement of Operations for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,226,407			(5,581,246	)		12,645,161
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.20		$	0.20
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		6,482,387			(1,643,677	)		4,838,710
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.54		$	(0.34	)	$	0.20
Statement of Changes in Shareholders’ Equity for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants	$	186,392,957		$	(186,392,957	)	$	—
Class A ordinary shares subject to possible redemption (As of March 31, 2021)		(182,262,157	)		182,262,157			—
Class A ordinary shares subject to possible redemption (As of June 30, 2021)		(3,238,350	)		3,238,350			—
Accretion of Class A ordinary shares subject to possible redemption		—			(13,607,043	)		(13,607,043	)

	As Reported		Adjustment			As Restated
Statement of Cash Flows for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		508,467		(508,467	)		—
Statement of Cash Flows for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		3,746,817		(3,746,817	)		—

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Significant Accounting Policies

8 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 3—Significant Accounting Policies

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 interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of 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 complete 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 prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At September 30, 2021, the Trust Account had $200,010,548 held in marketable securities. For the period from January 27, 2021 (inception) through September 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At September 30, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or 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 memorandum and articles of association. 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 to the extent available and accumulated deficit.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

	For the three months ended September 30, 2021				For the period from January 27, 2021 (inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,329,246	$	832,312	$	5,825,738	$	1,855,037
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		15,384,615		4,898,785
Basic and diluted net income per share	$	0.17	$	0.17	$	0.38	$	0.38

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $4,702,041 have been charged to shareholders’ equity (consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs). Of the total transaction cost $228,331 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

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 Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 10).

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 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, 2022 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 effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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Initial Public Offering

8 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Initial Public Offering

Note 4—Initial Public Offering

Pursuant to the IPO, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public

Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

As of September 30, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(9,133,333	)
Class A ordinary share issuance costs		(4,473,710	)
Plus:
Accretion of carrying value to redemption value		13,607,043
Class A ordinary shares subject to possible redemption	$	200,000,000

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Related Party-Private Placement Warrants

8 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Related Party—Private Placement Warrants

Note 5—Related Party—Private Placement Warrants

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,334 Private Placement Warrants at a price of $1.50 per warrant ($6,500,001 in the aggregate) (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) (including the ordinary shares issuable upon exercise of these Warrants) will be entitled to certain registration rights.

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares (as described in Note 7) and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association. In addition, the Sponsor, officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the prescribed time frame. In the event that the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor will agree to vote any Founder Shares held by it and any public shares purchased during or after the IPO in favor of the initial Business Combination and the officers and directors will also agree to vote any public shares purchased during or after the IPO in favor of the initial Business Combination.

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Related Party Transactions

8 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 6—Related Party Transactions

Founder Shares

On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of the Company in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On March 22, 2021, we effected a share surrender resulting in our initial shareholders holding 5,750,000 Class B ordinary shares. On May 7, 2021, the underwriter of the IPO’s over-allotment option expired unexercised, resulting in the forfeiture of an additional 750,000 Founder Shares.

The initial shareholders, officers and directors have agreed not to transfer or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Company’s initial Business Combination and (b) subsequent to Company’s initial Business Combination, (x) if the closing price of the Company’s 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 Company’s initial Business Combination or (y) the date on which Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The Private Placement Warrants and the respective Class A ordinary shares underlying such Warrants are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination. The foregoing restrictions will not be applicable to transfers (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the Company’s completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

Promissory Note—Related Party

On February 1, 2021, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. As of the consummation of the IPO on March 25, 2021, the Company had borrowed $133,541 under the Note. On April 16, 2021, the Company repaid the Note in full. As of September 30, 2021, there is no balance owed on the Note and it is no longer available to be drawn upon.

Due to Related Party

The Sponsor and an affiliate of the Sponsor have charged the Company for support charges under the administrative support agreement and other reimbursable expenses incurred in connection the Company’s

Administrative Support Agreement

Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021 and the period from January 27, 2021 (inception) to September 30, 2021, the Company incurred $30,000 and $62,000 of administrative support expense, respectively.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers 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 the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans.

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Commitments and Contingencies

8 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

Note 7—Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued on 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 Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the Effective Date requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting and Marketing Agreement

The Company has granted the underwriter a 45-day option from March 25, 2021 to purchase up to an additional 3,000,000 Units to cover over-allotments. On May 7, 2021, the underwriter’s over-allotment option expired unexercised.

On March 25, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate. Additionally, the underwriter and TowerBrook Financial, L.P. will assist the Company in holding

meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination, for which they will be entitled to a deferred marketing fee of 3.5% ($7,000,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination.

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Stockholder's Equity

8 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholder's Equity

Note 8—Shareholders’ Equity

Preference Shares—The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At September 30, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares—The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2021, there were no Class A ordinary shares issued or outstanding, excluding 20,000,000 shares subject to possible redemption.

Class B Ordinary Shares—The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At September 30, 2021, there were 5,000,000 Class B ordinary shares issued or outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a simple majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, only holders of the Company’s Founder Shares will have the right to vote on the election of directors. Holders of the Company’s public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of the Company’s Founder Shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of the Company’s amended and restated memorandum and articles of association governing the appointment or removal of directors prior to the Company’s initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of the Company’s ordinary shares who attend and vote at the Company’s shareholder meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares.

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Warrants

8 Months Ended

Sep. 30, 2021

Warrant Liability Disclosure [Abstract]

Warrants

Note 9—Warrants

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue priceor effective issue price to be determined in good faith by the Company’s 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 consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 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 priceof 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 shares 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.

The Warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has 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 for the registration, under the Securities Act, 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, as specified in the warrant agreement; 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, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60th day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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 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 to each Warrant holder; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued.

Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

• 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 the table sets forth ender “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined above) except as otherwise described below; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

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Fair Value Measurements

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 10—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 include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	September 30, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
U.S. government securities in Trust Account	$	200,010,548	$	200,010,548		—		—
Liabilities:
Warrant liabilities—Public		3,866,667		3,866,667		—		—
Warrant liabilities—Private		2,513,334		—		—		2,513,334
	$	6,380,001	$	3,866,667	$	—	$	2,513,334

The Company utilized a Monte Carlo simulation model to value the Warrants at the initial measurement date and, for the Private Placement Warrants, at each subsequent reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable SPAC warrants 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 to remain at zero.

As of September 30, 2021, the Company utilized the quoted market price for the fair value of the Public Warrants, and the public warrant liabilities were transferred to Level 1.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements:

	At March 25, 2021 (Initial Measurement)			At September 30, 2021
Share price	$	9.51		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.00
Volatility		30.0	%		11.0	%
Risk-free rate		1.26	%		1.15	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 liabilities:

	Warrant Liabilities
Fair value as of January 27, 2021	$	—
Initial measurement on March 25, 2021		15,070,000
Change in fair value		(550,000	)
Fair value as of March 31, 2021		14,520,000
Change in fair value		(3,519,999	)
Transfer of public warrant liabilities to Level 1		(6,666,667	)
Fair value as of June 30, 2021		4,333,334
Change in fair value		(1,820,000	)
Fair value as of September 30, 2021	$	2,513,334

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Subsequent Events

8 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 11—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Significant Accounting Policies (Policies)

8 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

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 interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of 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 complete 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 prospectus for its IPO as filed with the SEC on March 24, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

At September 30, 2021, the Trust Account had $200,010,548 held in marketable securities. For the period from January 27, 2021 (inception) through September 30, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000, and investments held in the Trust Account. At September 30, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or 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 memorandum and articles of association. 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 to the extent available and accumulated deficit.

Net Income per Ordinary Share

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 11,000,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 27, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

	For the three months ended September 30, 2021				For the period from January 27, 2021 (inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,329,246	$	832,312	$	5,825,738	$	1,855,037
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		15,384,615		4,898,785
Basic and diluted net income per share	$	0.17	$	0.17	$	0.38	$	0.38

Offering Costs

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $4,702,041 have been charged to shareholders’ equity (consisting of $4,000,000 of underwriting fees and $702,041 of other offering costs). Of the total transaction cost $228,331 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to shareholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

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 Company accounts for its 11,000,000 ordinary share Warrants issued in connection with its IPO (6,666,666) and Private Placement (4,333,334) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations as of the initial measurement date, and for the Private Placement Warrants, as of subsequent measurement dates (see Note 10).

Income Taxes

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and ASC 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, 2022 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 effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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Significant Accounting Policies (Tables)

8 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Summary of basic and diluted net income (loss) per common share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

	For the three months ended September 30, 2021				For the period from January 27, 2021 (inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,329,246	$	832,312	$	5,825,738	$	1,855,037
Denominator:
Weighted-average shares outstanding		20,000,000		5,000,000		15,384,615		4,898,785
Basic and diluted net income per share	$	0.17	$	0.17	$	0.38	$	0.38

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Restatement of Previously Issued Financial Statements (Tables)

8 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of Correction of an Error In Financial Statements

The impact of the restatement on the Company’s financial statements is reflected in the following table:

	As Reported			Adjustment			As Restated
Balance Sheet as of March 25, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	181,753,690		$	18,246,310		$	200,000,000
Class A ordinary shares		182			(182	)		—
Class B ordinary shares		575			—			575
Additional paid-in capital		5,237,143			(5,237,143	)		—
Accumulated deficit		(237,892	)		(13,008,985	)		(13,246,877	)
Total shareholders’ Equity (Deficit)	$	5,000,008		$	(18,246,310	)	$	(13,246,302	)
Number of shares subject to redemption		18,175,369			1,824,631			20,000,000

	As Reported		Adjustment			As Restated
Balance Sheet as of March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Class A ordinary shares subject to possible redemption	$	182,262,157	$	17,737,843		$	200,000,000
Class A ordinary shares		177		(177	)		—
Class B ordinary shares		575		—			575
Additional paid-in capital		4,718,382		(4,718,382	)		—
Retained earnings (accumulated deficit)		280,867		(13,019,284	)		(12,738,417	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(17,737,843	)	$	(12,737,842	)
Number of shares subject to redemption		18,226,216		1,773,784			20,000,000
Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 23, 2021)
Class A ordinary shares subject to possible redemption	$	185,500,507	$	14,499,493		$	200,000,000
Class A ordinary shares		145		(145	)		—
Class B ordinary shares		500		—			500
Additional paid-in capital		1,480,139		(1,480,139	)		—
Retained earnings (accumulated deficit)		3,519,217		(13,019,209	)		(9,499,992	)
Total shareholders’ Equity (Deficit)	$	5,000,001	$	(14,499,493	)	$	(9,499,492	)
Number of shares subject to redemption		18,550,051		1,449,949			20,000,000
Statement of Operations for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,182,633		(15,995,133	)		2,187,500
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.04		$	0.04
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		5,891,351		(1,281,976	)		4,609,375
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.05	$	(0.01	)	$	0.04

	As Reported			Adjustment			As Restated
Statement of Operations for the three months ended June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,229,775			1,770,225			20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.13		$	0.13
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		7,066,929			(2,066,929	)		5,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.46		$	(0.33	)	$	0.13
Statement of Operations for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		18,226,407			(5,581,246	)		12,645,161
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.20		$	0.20
Weighted average shares outstanding, Class B ordinary shares subject to possible redemption		6,482,387			(1,643,677	)		4,838,710
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.54		$	(0.34	)	$	0.20
Statement of Changes in Shareholders’ Equity for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Sale of Units in Initial Public Offering, net of underwriter’s fees, other offering costs and fair value of Public Warrants	$	186,392,957		$	(186,392,957	)	$	—
Class A ordinary shares subject to possible redemption (As of March 31, 2021)		(182,262,157	)		182,262,157			—
Class A ordinary shares subject to possible redemption (As of June 30, 2021)		(3,238,350	)		3,238,350			—
Accretion of Class A ordinary shares subject to possible redemption		—			(13,607,043	)		(13,607,043	)

	As Reported		Adjustment			As Restated
Statement of Cash Flows for the period from January 27, 2021 (inception) through March 31, 2021 (as revised in footnote 2B per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		508,467		(508,467	)		—
Statement of Cash Flows for the period from January 27, 2021 (inception) through June 30, 2021 (per form 10-Q filed on August 24, 2021)
Initial Value of Class A ordinary shares subject to possible redemption	$	181,753,690	$	18,246,310		$	200,000,000
Change in Class A ordinary shares subject to possible redemption		3,746,817		(3,746,817	)		—

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Initial Public Offering (Tables)

8 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of reconciliation of class A stock reflected on the balance sheet

As of September 30, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants		(9,133,333	)
Class A ordinary share issuance costs		(4,473,710	)
Plus:
Accretion of carrying value to redemption value		13,607,043
Class A ordinary shares subject to possible redemption	$	200,000,000

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Fair Value Measurements (Tables)

8 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of assets and liabilities that are measured at fair value on a recurring basis

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	September 30, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
U.S. government securities in Trust Account	$	200,010,548	$	200,010,548		—		—
Liabilities:
Warrant liabilities—Public		3,866,667		3,866,667		—		—
Warrant liabilities—Private		2,513,334		—		—		2,513,334
	$	6,380,001	$	3,866,667	$	—	$	2,513,334

Summary of quantitative information regarding Level 3 initial fair value measurements of warrants

The following table provides quantitative information regarding Level 3 fair value measurements:

	At March 25, 2021 (Initial Measurement)			At September 30, 2021
Share price	$	9.51		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.00
Volatility		30.0	%		11.0	%
Risk-free rate		1.26	%		1.15	%
Dividend yield		0.0	%		0.0	%

Summary of fair value of the derivative warrant liabilities

The following table presents the changes in the fair value of Level 3 liabilities:

	Warrant Liabilities
Fair value as of January 27, 2021	$	—
Initial measurement on March 25, 2021		15,070,000
Change in fair value		(550,000	)
Fair value as of March 31, 2021		14,520,000
Change in fair value		(3,519,999	)
Transfer of public warrant liabilities to Level 1		(6,666,667	)
Fair value as of June 30, 2021		4,333,334
Change in fair value		(1,820,000	)
Fair value as of September 30, 2021	$	2,513,334

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Organization and Business Operations - Additional Information (Detail)		3 Months Ended	8 Months Ended
	Mar. 25, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO			$ 196,000,000
Offering expenses related to warrant issuance		$ 0	$ 228,331
Restricted Investments Term			185 days
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes			80
Temporary Equity, Redemption Price Per Share | $ / shares		$ 10.00	$ 10.00
Minimum networth to effect business combination		$ 5,000,001	$ 5,000,001
Lock In Period For Redemption Of Public Shares After Closing Of IPO			24 months
Cash		486,626	$ 486,626
Proceeds from issuance of Founder Shares			25,000
Working Capital (deficit)		800,000	800,000
Due to Related Parties Current		$ 126,065	$ 126,065
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity metohd investment ownership percentage		50.00%	50.00%
Temporary Equity, Redemption Price Per Share | $ / shares		$ 10.00	$ 10.00
Per share amunt in the trust account for distribution to the public shareholders | $ / shares			$ 10.00
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of Founder Shares			$ 25,000
Due to Related Parties Current		$ 126,065	126,065
Sponsor [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class Of Warrants and Rights Issued During the Period | shares	4,333,334
Class Of Warrants and Rights Issued, Price Per Warrant | $ / shares	$ 1.50
Working Capital Loan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to Related Parties Current		$ 0	0
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issuance costs			4,702,041
Payments for underwriting expense			4,000,000
Other offering costs			702,041
Offering expenses related to warrant issuance			$ 228,331
Maximum Percentage Of Shares Redeemed On Non Completion Of Business Combination			100
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Temporary Equity, Redemption Price Per Share | $ / shares		$ 10.00	$ 10.00
Proceeds from issuance of Founder Shares			$ 200,000,000
Common Class A [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares | shares	20,000,000		20,000,000
Shares Issued Price Per Share | $ / shares	$ 10.00
Proceeds from issuance of IPO	$ 200,000,000		$ 200,010,548

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Restatement of Previously Issued Financial Statements - Summary of Revision of Previously Issued Financial Statements (Detail) - USD ($)	2 Months Ended	3 Months Ended		5 Months Ended	8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 25, 2021	Jan. 26, 2021
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption		$ 200,000,000			$ 200,000,000
Additional paid-in capital		0			0
(Accumulated Deficit)		(5,338,434)			(5,338,434)
Total Stockholders' Equity	$ (12,737,842)	(5,337,934)	$ (9,499,492)	$ (9,499,492)	(5,337,934)		$ 0
Statement of Stockholders' Equity [Abstract]
Accretion of Class A ordinary shares to redemption value	(13,607,043)
Statement of Cash Flows [Abstract]
Initial value of Class A ordinary shares subject to possible redemption					200,000,000
Common Class A [Member]
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption		200,000,000			200,000,000
Common stock value		$ 0			$ 0
Number of ordinary shares subject to redemption		20,000,000			20,000,000
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		20,000,000			15,384,615
Earnings Per Share, Basic and Diluted		$ 0.17			$ 0.38
Common Class B [Member]
Balance Sheet [Abstract]
Common stock value		$ 500			$ 500
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted		5,000,000			4,898,785
Earnings Per Share, Basic and Diluted		$ 0.17			$ 0.38
As Reported [Member]
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption	182,262,157		185,500,507	185,500,507		$ 181,753,690
Additional paid-in capital	4,718,382		1,480,139	1,480,139		5,237,143
(Accumulated Deficit)	280,867		3,519,217	3,519,217		(237,892)
Total Stockholders' Equity	$ 5,000,001		$ 5,000,001	$ 5,000,001		$ 5,000,008
Number of ordinary shares subject to redemption	18,226,216		18,550,051	18,550,051		18,175,369
Statement of Stockholders' Equity [Abstract]
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants				$ 186,392,957
Statement of Cash Flows [Abstract]
Initial value of Class A ordinary shares subject to possible redemption	$ 181,753,690			181,753,690
Change in value of Class A ordinary shares subject to possible redemption	508,467			3,746,817
As Reported [Member] | Common Class A [Member]
Balance Sheet [Abstract]
Common stock value	$ 177		$ 145	$ 145		$ 182
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	18,182,633		18,229,775	18,226,407
Earnings Per Share, Basic and Diluted	$ 0.00		$ 0.00	$ 0.00
Statement of Stockholders' Equity [Abstract]
Class A ordinary shares subject to possible redemption	$ (182,262,157)			$ (3,238,350)
Accretion of Class A ordinary shares to redemption value				0
As Reported [Member] | Common Class B [Member]
Balance Sheet [Abstract]
Common stock value	$ 575		$ 500	$ 500		575
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	5,891,351		7,066,929	6,482,387
Earnings Per Share, Basic and Diluted	$ 0.05		$ 0.46	$ 0.54
Adjustment [Member]
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption	$ 17,737,843		$ 14,499,493	$ 14,499,493		18,246,310
Additional paid-in capital	(4,718,382)		(1,480,139)	(1,480,139)		(5,237,143)
(Accumulated Deficit)	(13,019,284)		(13,019,209)	(13,019,209)		(13,008,985)
Total Stockholders' Equity	$ (17,737,843)		$ (14,499,493)	$ (14,499,493)		$ (18,246,310)
Number of ordinary shares subject to redemption	1,773,784		1,449,949	1,449,949		1,824,631
Statement of Stockholders' Equity [Abstract]
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants				$ (186,392,957)
Statement of Cash Flows [Abstract]
Initial value of Class A ordinary shares subject to possible redemption	$ 18,246,310			18,246,310
Change in value of Class A ordinary shares subject to possible redemption	(508,467)			(3,746,817)
Adjustment [Member] | Common Class A [Member]
Balance Sheet [Abstract]
Common stock value	$ (177)		$ (145)	$ (145)		$ (182)
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	(15,995,133)		1,770,225	(5,581,246)
Earnings Per Share, Basic and Diluted	$ 0.04		$ 0.13	$ 0.20
Statement of Stockholders' Equity [Abstract]
Class A ordinary shares subject to possible redemption	$ 182,262,157			$ 3,238,350
Accretion of Class A ordinary shares to redemption value				(13,607,043)
Adjustment [Member] | Common Class B [Member]
Balance Sheet [Abstract]
Common stock value	$ 0		$ 0	$ 0		0
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	(1,281,976)		(2,066,929)	(1,643,677)
Earnings Per Share, Basic and Diluted	$ (0.01)		$ (0.33)	$ (0.34)
As Restated [Member]
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption	$ 200,000,000		$ 200,000,000	$ 200,000,000		200,000,000
Additional paid-in capital	0		0	0		0
(Accumulated Deficit)	(12,738,417)		(9,499,992)	(9,499,992)		(13,246,877)
Total Stockholders' Equity	$ (12,737,842)		$ (9,499,492)	$ (9,499,492)		$ (13,246,302)
Number of ordinary shares subject to redemption	20,000,000		20,000,000	20,000,000		20,000,000
Statement of Stockholders' Equity [Abstract]
Sale of Units in Initial Public Offering, net of underwriter's fees, other offering costs and fair value of Public Warrants				$ 0
Statement of Cash Flows [Abstract]
Initial value of Class A ordinary shares subject to possible redemption	$ 200,000,000			200,000,000
Change in value of Class A ordinary shares subject to possible redemption	0			0
As Restated [Member] | Common Class A [Member]
Balance Sheet [Abstract]
Common stock value	$ 0		$ 0	$ 0		$ 0
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	2,187,500		20,000,000	12,645,161
Earnings Per Share, Basic and Diluted	$ 0.04		$ 0.13	$ 0.20
Statement of Stockholders' Equity [Abstract]
Class A ordinary shares subject to possible redemption	$ 0			$ 0
Accretion of Class A ordinary shares to redemption value				(13,607,043)
As Restated [Member] | Common Class B [Member]
Balance Sheet [Abstract]
Common stock value	$ 575		$ 500	$ 500		$ 575
Statement of Operations [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	4,609,375		5,000,000	4,838,710
Earnings Per Share, Basic and Diluted	$ 0.04		$ 0.13	$ 0.20

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Restatement of Previously Issued Financial Statements - Additional Information (Detail)	Sep. 30, 2021 USD ($) $ / shares
Accounting Changes and Error Corrections [Abstract]
Temporary equity redemption price per share | $ / shares	$ 10.00
Minimum net net tangible assets | $	$ 5,000,001

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Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended	8 Months Ended
	Mar. 25, 2021	Sep. 30, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Proceeds from issuance of IPO			$ 196,000,000
Proceeds from interest income of trust assets to pay expenses			0
FDIC insured amount		$ 250,000	250,000
Offering expenses related to warrant issuance		$ 0	$ 228,331
Number of warrants or rights outstanding		11,000,000	11,000,000
Unrecognized tax benefits		$ 0	$ 0
Accrued for interest and penalties		$ 0	$ 0
Class of Warrant or Right, Outstanding		11,000,000	11,000,000
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		6,666,666	6,666,666
Class of Warrant or Right, Outstanding		6,666,666	6,666,666
Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		4,333,334	4,333,334
Class of Warrant or Right, Outstanding		4,333,334	4,333,334
IPO [Member]
Class of Stock [Line Items]
Stock issuance costs			$ 4,702,041
Payments for underwriting expense			4,000,000
Other offering costs			702,041
Offering expenses related to warrant issuance			228,331
Class A Ordinary Shares [Member] | IPO [Member]
Class of Stock [Line Items]
Proceeds from issuance of IPO	$ 200,000,000		$ 200,010,548
Stock issued during period shares	20,000,000		20,000,000

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Significant Accounting Policies - Summary of basic and diluted net income (loss) per common share (Detail) - USD ($)	2 Months Ended	3 Months Ended		8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Numerator: Basic and diluted net income per share:
Allocation of net income	$ 280,867	$ 4,161,558	$ 3,238,350	$ 7,680,775
Common Class A [Member]
Numerator: Basic and diluted net income per share:
Allocation of net income		$ 3,329,246		$ 5,825,738
Denominator:
Weighted-average shares outstanding		20,000,000		15,384,615
Basic and diluted net income per share		$ 0.17		$ 0.38
Common Class B [Member]
Numerator: Basic and diluted net income per share:
Allocation of net income		$ 832,312		$ 1,855,037
Denominator:
Weighted-average shares outstanding		5,000,000		4,898,785
Basic and diluted net income per share		$ 0.17		$ 0.38

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Initial Public Offering - Additional Information (Detail) - $ / shares		8 Months Ended
	Mar. 25, 2021	Sep. 30, 2021
Public Warrants [Member]
Initial Public Offering [Line Items]
Exercise price of warrant		$ 11.50
Common Class A [Member]
Initial Public Offering [Line Items]
Common stock par or stated value per share		$ 0.0001
Stock Conversion Basis		Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant” and collectively, the “Public Warrants”)
Common Class A [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Shares issuable per warrant		1
Exercise price of warrant		$ 11.50
IPO [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	20,000,000	20,000,000
Shares Issued Price Per Share	$ 10.00

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Initial Public Offering - Schedule of reconciliation of class A stock reflected on the balance sheet (Detail)	8 Months Ended
	Sep. 30, 2021 USD ($)
Gross proceeds from IPO	$ 25,000
Payments of offering costs	(702,041)
Class A ordinary shares subject to possible redemption	200,000,000
Common Class A [Member]
Gross proceeds from IPO	200,000,000
Less:Proceeds allocated to Public Warrants	(9,133,333)
Payments of offering costs	(4,473,710)
Plus: Accretion of carrying value to redemption value	13,607,043
Class A ordinary shares subject to possible redemption	$ 200,000,000

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Related Party-Private Placement Warrants - Additional Information (Detail) - USD ($)			8 Months Ended
	Mar. 25, 2021	Feb. 01, 2021	Sep. 30, 2021
Proceeds from purchase of Private Placement Warrants by related party			$ 6,500,001
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Total number of trading days for determining the share price	30 days	30 days
Sponsor [Member] | Private Placement Warrants [Member]
Class Of Warrants and Rights Issued During the Period	4,333,334
Class Of Warrants and Rights Issued, Price Per Warrant	$ 1.50
Proceeds from purchase of Private Placement Warrants by related party	$ 6,500,001

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Related Party Transactions - Additional Information (Detail) - USD ($)					2 Months Ended	3 Months Ended	8 Months Ended
	May 07, 2021	Apr. 16, 2021	Mar. 25, 2021	Feb. 01, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Value of stock issued to sponser					$ 25,000
Repayment of promissory note to related party							$ 133,541
Due to Related Parties Current						$ 126,065	126,065
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party						30,000	62,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current						$ 0	$ 0
Common Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Par Value						$ 0.0001	$ 0.0001
Sponsor [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current						$ 126,065	$ 126,065
Sponsor [Member] | Administrative Support Fees [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current						60,000	60,000
Sponsor [Member] | Other Reimbursements [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current						66,065	66,065
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction			$ 10,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note face amount				$ 300,000
Maturity date				Dec. 31, 2021
Promissory note – related party						$ 133,541	133,541
Repayment of promissory note to related party		$ 133,541
Promissory note payment terms				The Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the IPO. As of the consummation of the IPO on March 25, 2021
Sponsor [Member] | Working capital loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity warrants value							$ 1,500,000
Debt instrument conversion price per warrant						$ 1.50	$ 1.50
Working capital loans						$ 0	$ 0
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Value of stock issued to sponser				$ 25,000
Share price				$ 0.003
Number of stock issued to sponser				7,187,500
Common Stock, Par Value				$ 0.0001
Number of sponser shares subject to forfeiture	750,000
Sponsor [Member] | Founder Shares [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Lock in period of founder shares				1 year
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Share price				$ 12.00
Number of specific trading days for determining share price				20 days
Total number of trading days for determining the share price			30 days	30 days
Period from business combination for which closing price of share is considered				150 days

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Commitments and Contingencies - Additional Information (Detail) - USD ($)		8 Months Ended
	Mar. 25, 2021	Sep. 30, 2021
Other Commitments [Line Items]
Payment of underwriter discount		$ 702,041
Over-Allotment Option [Member]
Other Commitments [Line Items]
Underwriter over allotment expiry date		May 07, 2021
Underwriting Agreement [Member]
Other Commitments [Line Items]
Underwriter discount per unit	$ 0.20
Payment of underwriter discount	$ 4,000,000
Underwriting Agreement [Member] | Completion of Business Combination [Member]
Other Commitments [Line Items]
Percentage of deferred marketing fee over proposed public offering		3.50%
Deferred marketing fee		$ 7,000,000
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period	45 days
Stock Issued During Period Shares		3,000,000

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Stockholder's Equity - Additional Information (Detail)	Sep. 30, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock Par Or Stated Value Per Share | $ / shares	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Percenatge of Maximum Voting shares for election of directors	50.00%
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	500,000,000
Common Stock Par Or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Temporary equity, shares outstanding	20,000,000
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	50,000,000
Common Stock Par Or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares, Issued	5,000,000
Common Stock, Shares, Outstanding	5,000,000

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Warrants - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021 $ / shares
Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Warrant Liability Disclosure [Line Items]
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 18.00
Share Redemption Trigger Price	18.00
Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Share Redemption Trigger Price	10.00
Class A Ordinary Shares [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	9.20
Share Redemption Trigger Price	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Class of Warrant or Right, Minimum Notice Period For Redemption	20 days
Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 10.00
Share Redemption Trigger Price	$ 10.00
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Warrants Exercisable Term From The Date Of Completion Of Business Combination	30 days
Warrants Exercisable Term From The Closing Of IPO	12 months
Exercise price of warrant	$ 11.50
Public Warrants [Member] | Class A Ordinary Shares [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 11.50
Minimum lock In period to become effective after the closing of the initial Business Combination	60 days
Class of warrants, redemption price per unit	$ 0.361
Class of warrants, redemption notice period	10 days
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member]
Warrant Liability Disclosure [Line Items]
Exercise price of warrant	$ 11.50
Share Redemption Trigger Price	18.00
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share price	$ 18.00
Number of consecutive trading days for determining share price	20 days
Number Of Trading Days For Determining Share Price	30 days
Redemption Of Warrants [Member] | Class A Ordinary Shares [Member] | Share Price Equal or Exceeds Ten Point Zero Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit	$ 0.10
Class of warrants, redemption notice period	30 days
Share price	$ 10.00
Number of consecutive trading days for determining share price	20 days
Number Of Trading Days For Determining Share Price	30 days

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Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member]	Sep. 30, 2021 USD ($)
Liabilities:
Warrant liabilities	$ 6,380,001
US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	200,010,548
Level 1 [Member]
Liabilities:
Warrant liabilities	3,866,667
Level 1 [Member] | US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	200,010,548
Level 2 [Member]
Liabilities:
Warrant liabilities	0
Level 2 [Member] | US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0
Level 3 [Member]
Liabilities:
Warrant liabilities	2,513,334
Level 3 [Member] | US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0
Public Warrants [Member]
Liabilities:
Warrant liabilities	3,866,667
Public Warrants [Member] | Level 1 [Member]
Liabilities:
Warrant liabilities	3,866,667
Public Warrants [Member] | Level 2 [Member]
Liabilities:
Warrant liabilities	0
Public Warrants [Member] | Level 3 [Member]
Liabilities:
Warrant liabilities	0
Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	2,513,334
Private Placement Warrants [Member] | Level 1 [Member]
Liabilities:
Warrant liabilities	0
Private Placement Warrants [Member] | Level 2 [Member]
Liabilities:
Warrant liabilities	0
Private Placement Warrants [Member] | Level 3 [Member]
Liabilities:
Warrant liabilities	$ 2,513,334

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Fair Value Measurements - Summary of quantitative information regarding Level 3 initial fair value measurements of warrants (Detail) - Level 3 [Member]	Sep. 30, 2021 yr	Mar. 25, 2021 yr
Share price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.00	9.51
Strike price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.00	5.00
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.110	0.300
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0115	0.0126
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.000	0.000

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Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - USD ($)		2 Months Ended	3 Months Ended
	Mar. 25, 2021	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 0	$ 4,333,334	$ 14,520,000
Initial measurement	$ 15,070,000
Change in fair value		(550,000)	(1,820,000)	(3,519,999)
Ending Balance		$ 14,520,000	$ 2,513,334	4,333,334
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfer of public warrant liabilities to Level 1				$ (6,666,667)