10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒
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________________

DEEP LAKE CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39879	85-3928298
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

930 Tahoe Blvd., Suite 802,  PMB 381 Incline Village, Nevada	89451
(Address Of Principal Executive Offices)	(Zip Code)

(415) 307-2340

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-half of one redeemable warrant	DLCAU	Nasdaq Capital Markets
Class A ordinary shares included as part of the units	DLCA	Nasdaq Capital Markets
Redeemable warrants included as part of the units	DLCAW	Nasdaq Capital Markets

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 February 2, 2022, 20,700,000 Class A ordinary shares, par value $0.0001 per share, and 5,175,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Deep Lake Capital Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Deep Lake Capital Acquisition Corp. (the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”). 

On November 15, 2021, the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a section within Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on January 15, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity, or total shareholders’ equity in order to maintain $5,000,001  of total shareholders’ equity on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets (i.e., total assets less tangible assets and liabilities) of at least $5,000,001. Previously, the Company did not consider all of its Class A redeemable shares classified as temporary equity. Effective with these condensed financial statements, the Company revised this interpretation to include all of its Class A ordinary shares as temporary equity. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.

The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 27, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form 10-Q/A.

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this filing.

DEEP LAKE CAPITAL ACQUISITION CORP.

Form 10-Q/A

For the Quarter Ended September 30, 2021

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the Nine Months ended September 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements (as restated)	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	27
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Deep Lake Capital Acquisition Corp.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
Assets	(Unaudited)
Current assets:
Cash	$	1,822,099		$	-
Prepaid expenses		446,744			-
Total current assets		2,268,843			-
Deferred offering costs		-			380,631
Cash held in Trust Account		207,000,000			-
Total Assets	$	209,268,843		$	380,631
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	16,890		$	40,590
Accrued expenses		727,239			381,800
Due to related parties		1,564,313			-
Note payable - related party		-			50,900
Total current liabilities		2,308,442			473,290
Derivative warrant liabilities		12,532,400			-
Deferred underwriting commissions		7,245,000			-
Total liabilities		22,085,842			473,290
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares issued and outstanding subject to possible redemption at redemption value of $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		207,000,000			-
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2021 and December 31, 2020		-			-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		-			-
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized,5,175,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		518			518
Additional paid-in capital		-			24,482
Accumulated deficit		(19,817,517	)		(117,659	)
Total shareholders’ deficit		(19,816,999	)		(92,659	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	209,268,843		$	380,631

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

1

DEEP LAKE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
General and administrative expenses	$	229,352		$	1,013,901
General and administrative expenses - related party		45,000			135,000
Loss from operations		(274,352	)		(1,148,901	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		2,473,500			3,440,100
Offering costs – derivative warrant liabilities		-			(599,920	)
Net income	$	2,199,148		$	1,691,279
Weighted average shares outstanding of Class A ordinary shares, basic and diluted		20,700,000			19,638,462
Basic and diluted net income per share, Class A ordinary share	$	0.08		$	0.07
Weighted average shares outstanding of Class B ordinary shares, basic		5,175,000			5,140,385
Basic net income per share, Class B ordinary share	$	0.08		$	0.07
Weighted average shares outstanding of Class B ordinary shares, diluted		5,175,000			5,175,000
Diluted net income per share, Class B ordinary share	$	0.08		$	0.07

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

2

DEEP LAKE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Three and Nine Months Ended September 30, 2021 (Unaudited)

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2020		-	$	-		5,175,000	$	518	$	24,482		$	(117,659	)	$	(92,659	)
Accretion of Class A ordinary shares subject to possible redemption amount		-		-		-		-		(24,482	)		(21,391,137	)		(21,415,619	)
Net income		-		-		-		-		-			3,994,994			3,994,994
Balance - March 31, 2021 (unaudited) (as restated, see Note 2)		-		-		5,175,000		518		-			(17,513,802	)		(17,513,284	)
Net loss		-		-		-		-		-			(4,502,863	)		(4,502,863	)
Balance - June 30, 2021 (unaudited) (as restated, see Note 2)		-		-		5,175,000		518		-			(22,016,665	)		(22,016,147	)
Net income		-		-		-		-		-			2,199,148			2,199,148
Balance - September 30, 2021 (unaudited)		-	$	-		5,175,000	$	518	$	-		$	(19,817,517	)	$	(19,816,999	)

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

3

DEEP LAKE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

For The Nine Months Ended September 30, 2021 (Unaudited)

Cash Flows from Operating Activities:
Net income	$	1,691,279
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by Sponsor under promissory note		10,788
Change in fair value of derivative warrant liabilities		(3,440,100	)
Offering costs - derivative warrant liabilities		599,920
Changes in operating assets and liabilities:
Prepaid expenses		(446,744	)
Accounts payable		(52,645	)
Accrued expenses		63,200
Due to related party		1,564,313
Net cash used in operating activities		(9,989	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(207,000,000	)
Net cash used in investing activities		(207,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(94,427	)
Proceeds received from initial public offering, gross		207,000,000
Proceeds received from private placement		6,140,000
Offering costs paid		(4,213,485	)
Net cash provided by financing activities		208,832,088
Net change in cash		1,822,099
Cash - beginning of the period		-
Cash - end of the period	$	1,822,099
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	582,915
Offering costs included in accounts payable	$	58,000
Offering costs paid by Sponsor under promissory note	$	32,739
Deferred underwriting commissions	$	7,245,000

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

4

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Note 1 - Description of Organization and Business Operations

Deep Lake Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 6, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,700,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,140,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $207.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the payment of taxes, unless and until the Company completes its initial Business Combination, no proceeds held in the Trust Account will be available for the Company’s use. The proceeds held in the Trust Account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. After January 2022, the proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combination(s) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

5

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The Company will provide holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“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 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, 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 to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

6

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $1.8 million in its operating bank account and working capital deficit of approximately $40,000.

The Company’s liquidity needs through September 30, 2021 and prior were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $94,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (as restated)

Basis of Presentation

The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.

7

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the SEC on January 14, 2021.

Restatement of Previously Reported Financial Statements

In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total  shareholders’ equity in order to maintain $5,000,001 of total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities) to be less than $5,000,001. Previously, the Company did not consider all of its Class A redeemable shares classified as temporary equity. Effective with these condensed financial statements, the Company revised this interpretation to include all of its Class A ordinary shares as temporary equity.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon.

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.3 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	209,459,642	$	-		$	209,459,642
Total liabilities	$	19,972,926	$	-		$	19,972,926
Class A ordinary shares subject to possible redemption		184,486,710		22,513,290			207,000,000
Preference shares		-		-			-
Class A ordinary shares		225		(225	)		-
Class B ordinary shares		518		-			518
Additional paid-in capital		1,121,928		(1,121,928	)		-
Accumulated deficit		3,877,335		(21,391,137	)		(17,513,802	)
Total shareholders’ equity (deficit)	$	5,000,006	$	(22,513,290	)	$	(17,513,284	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,459,642	$	-		$	209,459,642

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

For the three months ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	4,613,820	$	(4,613,820	)	$	-

8

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.7 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	209,366,231		$	-		$	209,366,231
Total liabilities	$	24,382,377		$	-		$	24,382,377
Class A ordinary shares subject to possible redemption		179,983,850			27,016,150			207,000,000
Preference shares		-			-			-
Class A ordinary shares		270			(270	)		-
Class B ordinary shares		518			-			518
Additional paid-in capital		5,624,744			(5,624,744	)		-
Accumulated deficit		(625,528	)		(21,391,137	)		(22,016,665	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(27,016,151	)	$	(22,016,147	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,366,231		$	-		$	209,366,231

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

For the six months ended June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	110,960	$	(110,960	)	$	-

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company

9

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:

	Earnings (Loss) Per Share
		As Previously Reported		Adjustment			As Adjusted
Three Months Ended March 31, 2021
Net income		$	3,994,994	$	-		$	3,994,994
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000		(3,220,000	)		17,480,000
Basic and diluted earnings per share - Class A ordinary shares		$	0.00	$	0.18		$	0.18
Weighted average shares outstanding of Class B ordinary shares, basic			5,062,500		7,500			5,070,000
Basic earnings per share - Class B ordinary shares		$	0.79	$	(0.61	)	$	0.18
Weighted average shares outstanding of Class B ordinary shares, diluted			-		5,175,000			5,175,000
Diluted earnings per share - Class B ordinary shares		$	-	$	0.18		$	0.18

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Three Months Ended June 30, 2021
Net loss		$	(4,502,863	)	$	-		$	(4,502,863	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.17	)	$	(0.17	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,175,000			-			5,175,000
Basic and diluted loss per share - Class B ordinary shares		$	(0.87	)	$	0.70		$	(0.17	)

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Six Months Ended June 30, 2021
Net loss		$	(507,869	)	$	-		$	(507,869	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,122,790			0			5,122,790
Basic loss per share - Class B ordinary shares		$	(0.10	)	$	0.08		$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, diluted			-			5,175,000			5,175,000
Diluted loss per share - Class B ordinary shares		$	-		$	(0.02	)	$	(0.02	)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Cash Held in Trust Account

At September 30, 2021, the Company had $207.0 million in cash held in the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets, other than derivative warrant liabilities.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

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

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

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

As of September 30, 2021 and December 31, 2020, the carrying value of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares stock were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

12

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Income Taxes

FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (loss) per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,340,422		$	350,857
Denominator:
Basic weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,140,385
Basic net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

13

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Diluted net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,338,552		$	352,727
Denominator:
Diluted weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,175,000
Diluted net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

14

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 - Initial Public Offering

On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 Units, including the issuance of 2,700,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions.

Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

Note 4 - Related Party Transactions

Founder Shares

On November 17, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain expenses on behalf of the Company in consideration for issuance of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On January 12, 2020, the Company effected a share capitalization of 862,500 Class B ordinary shares, resulting in an aggregate of 5,175,000 Class B ordinary shares outstanding. Up to 675,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 15, 2021, the underwriter fully exercised its over-allotment option; thus, these 675,000 Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

15

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,140,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million.

Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Sponsor Loan

On November 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $94,000 under the Note.

The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $45,000 and $135,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed statements of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the Company has $135,000 in outstanding balance under this agreement

16

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. As of September 30, 2021 there was approximately $1.6 million due to related parties.

Note 5 - Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

17

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,700,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet.

18

DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross proceeds	$	207,000,000
Less:
Fair value of Public Warrants at issuance		(9,832,500)	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(11,583,119)	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		21,415,619
Class A ordinary shares subject to possible redemption	$	207,000,000

Note 7 - Shareholders’ Deficit

Preference Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares-The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,700,000 Class A ordinary shares issued and outstanding. All Class A ordinary shares were subject to possible redemption and are classified as temporary equity (see Note 6). As of December 31, 2020, there were no Class A ordinary shares outstanding.

Class B Ordinary Shares- The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 5,175,000 Class B ordinary shares issued and outstanding (see Note 4).

Prior to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares), holders of the Class B ordinary shares will have ten votes for every Class B ordinary share and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of Class B and Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Note 8 - Warrants

As of September 30, 2021, the Company had 10,350,000 Public Warrants and the 6,140,000 Private Placement Warrants outstanding. There were no warrants outstanding as of December 31, 2020.

The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly issued Price, and the $10.00 per share redemption trigger price described 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

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DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

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; and

• if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary 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 an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

• if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

• if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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DEEP LAKE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (AS RESTATED)

Note 9 - Fair Value Measurements

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public warrants	$	7,866,000	$	-	$	-
Derivative warrant liabilities - Private placement warrants		-		4,666,400		-
	$	7,866,000	$	4,666,400	$	-

As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the fair value hierarchy during the nine months ended September 30, 2021.

The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. The fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly.

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows:

Derivative warrant liabilities at December 31, 2020	$	-
Issuance of Public and Private Placement Warrants		15,972,500
Transfer of Public Warrants to Level 1 measurement		(9,832,500	)
Change in fair value of derivative warrant liabilities		(1,350,800	)
Derivative warrant liabilities at March 31, 2021		4,789,200
Transfer of Private Placement Warrants to Level 2 measurement		(4,789,200	)
Derivative warrant liabilities at June 30, 2021		-
Derivative warrant liabilities at September 30, 2021	$	-

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, other than restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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

References to the “Company,” “Deep Lake Capital Acquisition Corp.,” “Deep Lake,” “our,” “us” or “we” refer to Deep Lake Capital Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q/A includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on November 6, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, we consummated our Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,700,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,140,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $207.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the payment of taxes, unless and until we complete an initial Business Combination, no proceeds held in the Trust Account will be available for our use. The proceeds held in the Trust Account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. After January 2022, the proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

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Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combination(s) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, 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 us to pay our tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of September 30, 2021, we had approximately $1.8 million in our operating bank account and working capital deficit of approximately $40,000.

Our liquidity needs through September 30, 2021 were satisfied through a payment of $25,000 from the Sponsor to purchase for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $94,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans.

Management has determined that the Company has access to funds from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to September 30, 2021 was in preparation for our formation and the Initial Public Offering, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended September 30, 2021, we had net income of approximately $2.2 million, which is largely due to a non-cash gain resulting from changes in fair value of warrant liabilities of approximately $2.5 million, partially offset by operating expenses of approximately $274,000. Operating expenses consisted of approximately $229,000 in general and administrative expenses, and approximately $45,000 in general and administrative expenses with related parties.

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For the nine months ended September 30, 2021, we had net income of approximately $1.7 million, which is largely due to a non-cash gain resulting from changes in fair value of warrant liabilities of approximately $3.4 million, offset by a non-operating expense of approximately $0.6 million related to offering costs allocated to warrant liabilities and operating expenses of approximately $1.1 million. Operating expenses consisted of approximately $1.0 million in general and administrative expenses, and approximately $135,000 in general and administrative expenses with related parties.

Contractual Obligations

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of our consummation of a Business Combination and its liquidation, we agreed to pay the Sponsor, or an affiliate of the Sponsor, $15,000 per month for office space, utilities, secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $45,000 and $135,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed statements of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the Company has $135,000 in outstanding balance under this agreement.

Registration Rights

The holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or the warrants issued as part of the units upon conversion of the Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company would not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

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 share 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 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net income (loss) per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

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Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

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.

27

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares and warrants issued by the Company, and the presentation of earnings per share was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended March 31, 2021 and June 30, 2021. Additionally, this material weakness could result in a misstatement of the carrying value of Class A ordinary shares and warrants and related accounts and disclosures, and the presentation of earnings per share that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted accounting principles in the United States of America. Accordingly, management believes that the financial statements included in this Form 10-Q/A present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented. Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.

Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares and warrants issued by the Company, and the presentation of earnings per share. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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/A, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on January 14, 2021 and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on May 27, 2021, except for the below risk factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 10,350,000 Public Warrants and 6,140,000 Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

28

As a result, included on our condensed balance sheet as of September 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within our warrants. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may result in a material adverse effect on our ability to consummate an initial business combination.

Following the issuance of the SEC Staff Statement, after consultation with our independent registered public accounting firm, management identified a material weakness in our internal control over financial reporting related to the accounting for the warrants issued in connection with our Initial Public Offering. Our internal control over financial reporting did not result in the proper accounting classification of the warrants, which, due to its impact on our financial statements, we determined to be a material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Any failure to maintain internal control over our financial reporting could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis, which could delay or disrupt our efforts to consummate an initial business combination. If our financial statements are not filed on a timely basis, we may also be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our ability to consummate an initial business combination. We have expanded and improved our review process for complex securities and related accounting standards and continue to evaluate other steps to remediate the material weakness.

In addition, as a result of such material weakness, the change in accounting for our warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

29

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification of Chief Executive Officer (Principal Executive Officer) 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.
31.2	Certification of Chief Financial Officer (Principal Financial and Accounting Officer) 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.
32.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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.

30

SIGNATURE

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 hereunto duly authorized.

Dated: February 2, 2022	DEEP LAKE CAPITAL ACQUISITION CORP.
	By:	/s/ Michael Cyrus
	Name:	Michael Cyrus
	Title:	Chief Financial Officer
		(Duly Authorized Officer and Principal Financial and Accounting Officer)

31

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, Mark Lavelle, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 of Deep Lake Capital 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 controls over financial reporting.

Date: February 2, 2022	By:	/s/ Mark Lavelle
		Mark Lavelle
		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, Michael Cyrus, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 of Deep Lake Capital 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 controls over financial reporting.

Date: February 2, 2022	By:	/s/ Michael Cyrus
		Michael Cyrus
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deep Lake Capital Acquisition Corp. (the “Company”) on Form 10-Q/A for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Lavelle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 2, 2022
	/s/ Mark Lavelle
	Name:	Mark Lavelle
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Deep Lake Capital Acquisition Corp. (the “Company”) on Form 10-Q/A for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Cyrus, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 2, 2022
	/s/ Michael Cyrus
	Name:	Michael Cyrus
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Feb. 02, 2022
Entity Listings [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	On November 15, 2021, the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a section within Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on January 15, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares as permanent equity, or total shareholders’ equity in order to maintain $5,000,001 of total shareholders’ equity on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets (i.e., total assets less tangible assets and liabilities) of at least $5,000,001. Previously, the Company did not consider all of its Class A redeemable shares classified as temporary equity. Effective with these condensed financial statements, the Company revised this interpretation to include all of its Class A ordinary shares as temporary equity. As a result, management corrected the error by restating all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A ordinary shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 27, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form 10-Q/A.
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-39879
Entity Registrant Name	DEEP LAKE CAPITAL ACQUISITION CORP.
Entity Central Index Key	0001831928
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	85-3928298
Entity Address, Address Line One	930 Tahoe Blvd., Suite 802
Entity Address, Address Line Two	PMB 381
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	415
Local Phone Number	307-2340
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
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	DLCAU
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	DLCA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,700,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	DLCAW
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,175,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,822,099	$ 0
Prepaid expenses	446,744	0
Total current assets	2,268,843	0
Deferred offering costs	0	380,631
Cash held in Trust Account	207,000,000	0
Total Assets	209,268,843	380,631
Current liabilities:
Accounts payable	16,890	40,590
Accrued expenses	727,239	381,800
Due to related parties	1,564,313	0
Note payable - related party	0	50,900
Total current liabilities	2,308,442	473,290
Derivative warrant liabilities	12,532,400	0
Deferred underwriting commissions	7,245,000	0
Total liabilities	22,085,842	473,290
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	207,000,000	0
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020	0	0
Additional paid-in capital	0	24,482
Accumulated deficit	(19,817,517)	(117,659)
Total shareholders' deficit	(19,816,999)	(92,659)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	209,268,843	380,631
Class A Ordinary Shares [Member]
Current liabilities:
Class A ordinary shares, $0.0001 par value; 20,700,000 and -0- shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	207,000,000
Shareholders' Deficit
Ordinary shares	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares	$ 518	$ 518

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Shareholders' Deficit
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares issued, subject to possible redemption (in shares)	20,700,000	0
Class A ordinary shares outstanding, subject to possible redemption (in shares)	20,700,000	0
Ordinary shares, redemption price (in dollars per share)	$ 10.00	$ 10.00
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	5,175,000	5,175,000
Common stock, shares outstanding (in shares)	5,175,000	5,175,000

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Loss from Operations
General and administrative expenses	$ 229,352	$ 1,013,901
General and administrative expenses - related party	45,000	135,000
Loss from operations	(274,352)	(1,148,901)
Other income (expenses):
Change in fair value of warrant liabilities	2,473,500	3,440,100
Offering costs - warrant liabilities	0	(599,920)
Net income	$ 2,199,148	$ 1,691,279
Class A Redeemable Ordinary Shares [Member]
Other income (expenses):
Basic weighted average ordinary shares outstanding (in shares)	20,700,000	19,638,462
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.07
Diluted weighted average ordinary shares outstanding (in shares)	20,700,000	19,638,462
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.07
Class B Non-redeemable Ordinary Shares [Member]
Other income (expenses):
Basic weighted average ordinary shares outstanding (in shares)	5,175,000	5,140,385
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ 0.07
Diluted weighted average ordinary shares outstanding (in shares)	5,175,000	5,175,000
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ 0.07

XML

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Ordinary Shares [Member] Class A Ordinary Shares [Member]	Ordinary Shares [Member] Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2020	$ 0	$ 518	$ 24,482	$ (117,659)	$ (92,659)
Beginning balance (in shares) at Dec. 31, 2020	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A ordinary shares subject to possible redemption amount	$ 0	$ 0	(24,482)	(21,391,137)	(21,415,619)
Net income (loss)	0	0	0	3,994,994	3,994,994
Ending balance at Mar. 31, 2021	$ 0	$ 518	0	(17,513,802)	(17,513,284)
Ending balance (in shares) at Mar. 31, 2021	0	5,175,000
Beginning balance at Dec. 31, 2020	$ 0	$ 518	24,482	(117,659)	(92,659)
Beginning balance (in shares) at Dec. 31, 2020	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(507,869)
Ending balance at Jun. 30, 2021	$ 0	$ 518	0	(22,016,665)	(22,016,147)
Ending balance (in shares) at Jun. 30, 2021	0	5,175,000
Beginning balance at Dec. 31, 2020	$ 0	$ 518	24,482	(117,659)	(92,659)
Beginning balance (in shares) at Dec. 31, 2020	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					1,691,279
Ending balance at Sep. 30, 2021	$ 0	$ 518	0	(19,817,517)	(19,816,999)
Ending balance (in shares) at Sep. 30, 2021	0	5,175,000
Beginning balance at Mar. 31, 2021	$ 0	$ 518	0	(17,513,802)	(17,513,284)
Beginning balance (in shares) at Mar. 31, 2021	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	$ 0	0	(4,502,863)	(4,502,863)
Ending balance at Jun. 30, 2021	$ 0	$ 518	0	(22,016,665)	(22,016,147)
Ending balance (in shares) at Jun. 30, 2021	0	5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	$ 0	0	2,199,148	2,199,148
Ending balance at Sep. 30, 2021	$ 0	$ 518	$ 0	$ (19,817,517)	$ (19,816,999)
Ending balance (in shares) at Sep. 30, 2021	0	5,175,000

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CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,691,279
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by Sponsor under promissory note	10,788
Change in fair value of derivative warrant liabilities	(3,440,100)
Offering costs - derivative warrant liabilities	599,920
Changes in operating assets and liabilities:
Prepaid expenses	(446,744)
Accounts payable	(52,645)
Accrued expenses	63,200
Due to related party	1,564,313
Net cash used in operating activities	(9,989)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(207,000,000)
Net cash used in investing activities	(207,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(94,427)
Proceeds received from initial public offering, gross	207,000,000
Proceeds received from private placement	6,140,000
Offering costs paid	(4,213,485)
Net cash provided by financing activities	208,832,088
Net change in cash	1,822,099
Cash - beginning of the period	0
Cash - end of the period	1,822,099
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	582,915
Offering costs included in accounts payable	58,000
Offering costs paid by Sponsor under promissory note	32,739
Deferred underwriting commissions	$ 7,245,000

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Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

Note 1 - Description of Organization and Business Operations

Deep Lake Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 6, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,700,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,140,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $207.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to the payment of taxes, unless and until the Company completes its initial Business Combination, no proceeds held in the Trust Account will be available for the Company’s use. The proceeds held in the Trust Account may not be invested or bear interest until January 1, 2022, after which the proceeds will be held in an interest-bearing trust account. After January 2022, the proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combination(s) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account at the time of the Company’s signing of a definitive agreement in connection with the initial Business Combination) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“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 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, 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 to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $1.8 million in its operating bank account and working capital deficit of approximately $40,000.

The Company’s liquidity needs through September 30, 2021 and prior were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $94,000 from the Sponsor under the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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Basis of Presentation and Summary of Significant Accounting Policies (as restated)

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies (as restated) [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies (as restated)

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (as restated)

Basis of Presentation

The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the SEC on January 14, 2021.

Restatement of Previously Reported Financial Statements

In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total  shareholders’ equity in order to maintain $5,000,001 of total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities) to be less than $5,000,001. Previously, the Company did not consider all of its Class A redeemable shares classified as temporary equity. Effective with these condensed financial statements, the Company revised this interpretation to include all of its Class A ordinary shares as temporary equity.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon.

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.3 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	209,459,642	$	-		$	209,459,642
Total liabilities	$	19,972,926	$	-		$	19,972,926
Class A ordinary shares subject to possible redemption		184,486,710		22,513,290			207,000,000
Preference shares		-		-			-
Class A ordinary shares		225		(225	)		-
Class B ordinary shares		518		-			518
Additional paid-in capital		1,121,928		(1,121,928	)		-
Accumulated deficit		3,877,335		(21,391,137	)		(17,513,802	)
Total shareholders’ equity (deficit)	$	5,000,006	$	(22,513,290	)	$	(17,513,284	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,459,642	$	-		$	209,459,642

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

For the three months ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	4,613,820	$	(4,613,820	)	$	-

The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.7 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	209,366,231		$	-		$	209,366,231
Total liabilities	$	24,382,377		$	-		$	24,382,377
Class A ordinary shares subject to possible redemption		179,983,850			27,016,150			207,000,000
Preference shares		-			-			-
Class A ordinary shares		270			(270	)		-
Class B ordinary shares		518			-			518
Additional paid-in capital		5,624,744			(5,624,744	)		-
Accumulated deficit		(625,528	)		(21,391,137	)		(22,016,665	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(27,016,151	)	$	(22,016,147	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,366,231		$	-		$	209,366,231

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

For the six months ended June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	110,960	$	(110,960	)	$	-

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:

	Earnings (Loss) Per Share
		As Previously Reported		Adjustment			As Adjusted
Three Months Ended March 31, 2021
Net income		$	3,994,994	$	-		$	3,994,994
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000		(3,220,000	)		17,480,000
Basic and diluted earnings per share - Class A ordinary shares		$	0.00	$	0.18		$	0.18
Weighted average shares outstanding of Class B ordinary shares, basic			5,062,500		7,500			5,070,000
Basic earnings per share - Class B ordinary shares		$	0.79	$	(0.61	)	$	0.18
Weighted average shares outstanding of Class B ordinary shares, diluted			-		5,175,000			5,175,000
Diluted earnings per share - Class B ordinary shares		$	-	$	0.18		$	0.18

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Three Months Ended June 30, 2021
Net loss		$	(4,502,863	)	$	-		$	(4,502,863	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.17	)	$	(0.17	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,175,000			-			5,175,000
Basic and diluted loss per share - Class B ordinary shares		$	(0.87	)	$	0.70		$	(0.17	)

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Six Months Ended June 30, 2021
Net loss		$	(507,869	)	$	-		$	(507,869	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,122,790			0			5,122,790
Basic loss per share - Class B ordinary shares		$	(0.10	)	$	0.08		$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, diluted			-			5,175,000			5,175,000
Diluted loss per share - Class B ordinary shares		$	-		$	(0.02	)	$	(0.02	)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Cash Held in Trust Account

At September 30, 2021, the Company had $207.0 million in cash held in the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets, other than derivative warrant liabilities.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

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

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

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying value of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares stock were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (loss) per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,340,422		$	350,857
Denominator:
Basic weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,140,385
Basic net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Diluted net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,338,552		$	352,727
Denominator:
Diluted weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,175,000
Diluted net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

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Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 - Initial Public Offering

On January 15, 2021, the Company consummated its Initial Public Offering of 20,700,000 Units, including the issuance of 2,700,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $207.0 million, and incurring offering costs of approximately $12.2 million, of which approximately $7.2 million was for deferred underwriting commissions.

Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6).

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Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 4 - Related Party Transactions

Founder Shares

On November 17, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain expenses on behalf of the Company in consideration for issuance of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On January 12, 2020, the Company effected a share capitalization of 862,500 Class B ordinary shares, resulting in an aggregate of 5,175,000 Class B ordinary shares outstanding. Up to 675,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 15, 2021, the underwriter fully exercised its over-allotment option; thus, these 675,000 Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,140,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.1 million.

Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Sponsor Loan

On November 17, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $94,000 under the Note.

The Company repaid approximately $43,000 under the Note on January 15, 2021 and repaid the remaining Note balance of approximately $51,000 on January 21, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $45,000 and $135,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed statements of operations for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the Company has $135,000 in outstanding balance under this agreement

In addition, the Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. As of September 30, 2021 there was approximately $1.6 million due to related parties.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Class A Ordinary Shares Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

Class A Ordinary Shares Subject to Possible Redemption [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note 6 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,700,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross proceeds	$	207,000,000
Less:
Fair value of Public Warrants at issuance		(9,832,500)	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(11,583,119)	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		21,415,619
Class A ordinary shares subject to possible redemption	$	207,000,000

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Shareholders' Deficit

9 Months Ended

Sep. 30, 2021

Shareholders' Deficit [Abstract]

Shareholders' Deficit

Note 7 - Shareholders’ Deficit

Preference Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares-The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 20,700,000 Class A ordinary shares issued and outstanding. All Class A ordinary shares were subject to possible redemption and are classified as temporary equity (see Note 6). As of December 31, 2020, there were no Class A ordinary shares outstanding.

Class B Ordinary Shares- The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 5,175,000 Class B ordinary shares issued and outstanding (see Note 4).

Prior to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares), holders of the Class B ordinary shares will have ten votes for every Class B ordinary share and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of Class B ordinary shares may remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of Class B and Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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Warrants

9 Months Ended

Sep. 30, 2021

Warrants [Abstract]

Warrants

Note 8 - Warrants

As of September 30, 2021, the Company had 10,350,000 Public Warrants and the 6,140,000 Private Placement Warrants outstanding. There were no warrants outstanding as of December 31, 2020.

The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market value and the Newly issued Price, and the $10.00 per share redemption trigger price described 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 Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

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; and

• if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary 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 an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

• if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

• if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 - Fair Value Measurements

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public warrants	$	7,866,000	$	-	$	-
Derivative warrant liabilities - Private placement warrants		-		4,666,400		-
	$	7,866,000	$	4,666,400	$	-

As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the fair value hierarchy during the nine months ended September 30, 2021.

The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. The fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly.

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows:

Derivative warrant liabilities at December 31, 2020	$	-
Issuance of Public and Private Placement Warrants		15,972,500
Transfer of Public Warrants to Level 1 measurement		(9,832,500	)
Change in fair value of derivative warrant liabilities		(1,350,800	)
Derivative warrant liabilities at March 31, 2021		4,789,200
Transfer of Private Placement Warrants to Level 2 measurement		(4,789,200	)
Derivative warrant liabilities at June 30, 2021		-
Derivative warrant liabilities at September 30, 2021	$	-

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Based upon this review, other than restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Policies)

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies (as restated) [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the prospectus filed by the Company with the SEC on January 14, 2021.

Restatement of Previously Reported Financial Statements

Restatement of Previously Reported Financial Statements

In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total  shareholders’ equity in order to maintain $5,000,001 of total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities) to be less than $5,000,001. Previously, the Company did not consider all of its Class A redeemable shares classified as temporary equity. Effective with these condensed financial statements, the Company revised this interpretation to include all of its Class A ordinary shares as temporary equity.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon.

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.3 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	209,459,642	$	-		$	209,459,642
Total liabilities	$	19,972,926	$	-		$	19,972,926
Class A ordinary shares subject to possible redemption		184,486,710		22,513,290			207,000,000
Preference shares		-		-			-
Class A ordinary shares		225		(225	)		-
Class B ordinary shares		518		-			518
Additional paid-in capital		1,121,928		(1,121,928	)		-
Accumulated deficit		3,877,335		(21,391,137	)		(17,513,802	)
Total shareholders’ equity (deficit)	$	5,000,006	$	(22,513,290	)	$	(17,513,284	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,459,642	$	-		$	209,459,642

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

For the three months ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	4,613,820	$	(4,613,820	)	$	-

The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.7 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	209,366,231		$	-		$	209,366,231
Total liabilities	$	24,382,377		$	-		$	24,382,377
Class A ordinary shares subject to possible redemption		179,983,850			27,016,150			207,000,000
Preference shares		-			-			-
Class A ordinary shares		270			(270	)		-
Class B ordinary shares		518			-			518
Additional paid-in capital		5,624,744			(5,624,744	)		-
Accumulated deficit		(625,528	)		(21,391,137	)		(22,016,665	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(27,016,151	)	$	(22,016,147	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,366,231		$	-		$	209,366,231

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

For the six months ended June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	110,960	$	(110,960	)	$	-

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:

	Earnings (Loss) Per Share
		As Previously Reported		Adjustment			As Adjusted
Three Months Ended March 31, 2021
Net income		$	3,994,994	$	-		$	3,994,994
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000		(3,220,000	)		17,480,000
Basic and diluted earnings per share - Class A ordinary shares		$	0.00	$	0.18		$	0.18
Weighted average shares outstanding of Class B ordinary shares, basic			5,062,500		7,500			5,070,000
Basic earnings per share - Class B ordinary shares		$	0.79	$	(0.61	)	$	0.18
Weighted average shares outstanding of Class B ordinary shares, diluted			-		5,175,000			5,175,000
Diluted earnings per share - Class B ordinary shares		$	-	$	0.18		$	0.18

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Three Months Ended June 30, 2021
Net loss		$	(4,502,863	)	$	-		$	(4,502,863	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.17	)	$	(0.17	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,175,000			-			5,175,000
Basic and diluted loss per share - Class B ordinary shares		$	(0.87	)	$	0.70		$	(0.17	)

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Six Months Ended June 30, 2021
Net loss		$	(507,869	)	$	-		$	(507,869	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,122,790			0			5,122,790
Basic loss per share - Class B ordinary shares		$	(0.10	)	$	0.08		$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, diluted			-			5,175,000			5,175,000
Diluted loss per share - Class B ordinary shares		$	-		$	(0.02	)	$	(0.02	)

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.

Cash Held in Trust Account

Cash Held in Trust Account

At September 30, 2021, the Company had $207.0 million in cash held in the Trust Account.

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 the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets, other than derivative warrant liabilities.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

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

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

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying value of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.

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 share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants has been measured at fair value using a Monte Carlo simulation. At issuance, the initial fair value of the Private Placement Warrants has been measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is the same as the Public Warrants, which are based on observable listed prices. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares stock were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 207,000,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Income Taxes

Income Taxes

FASB Topic ASC 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (loss) per ordinary share

Net income (loss) per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 16,490,000 Class A ordinary shares, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,340,422		$	350,857
Denominator:
Basic weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,140,385
Basic net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Diluted net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,338,552		$	352,727
Denominator:
Diluted weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,175,000
Diluted net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

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Basis of Presentation and Summary of Significant Accounting Policies (as restated) (Tables)

9 Months Ended

Sep. 30, 2021

Basis of Presentation and Summary of Significant Accounting Policies (as restated) [Abstract]

Revision on Financial Statements

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.3 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	209,459,642	$	-		$	209,459,642
Total liabilities	$	19,972,926	$	-		$	19,972,926
Class A ordinary shares subject to possible redemption		184,486,710		22,513,290			207,000,000
Preference shares		-		-			-
Class A ordinary shares		225		(225	)		-
Class B ordinary shares		518		-			518
Additional paid-in capital		1,121,928		(1,121,928	)		-
Accumulated deficit		3,877,335		(21,391,137	)		(17,513,802	)
Total shareholders’ equity (deficit)	$	5,000,006	$	(22,513,290	)	$	(17,513,284	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,459,642	$	-		$	209,459,642

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:

For the three months ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	4,613,820	$	(4,613,820	)	$	-

The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.7 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	209,366,231		$	-		$	209,366,231
Total liabilities	$	24,382,377		$	-		$	24,382,377
Class A ordinary shares subject to possible redemption		179,983,850			27,016,150			207,000,000
Preference shares		-			-			-
Class A ordinary shares		270			(270	)		-
Class B ordinary shares		518			-			518
Additional paid-in capital		5,624,744			(5,624,744	)		-
Accumulated deficit		(625,528	)		(21,391,137	)		(22,016,665	)
Total shareholders’ equity (deficit)	$	5,000,004		$	(27,016,151	)	$	(22,016,147	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	209,366,231		$	-		$	209,366,231

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

For the six months ended June 30, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption as revised	$	179,872,890	$	(179,872,890	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	110,960	$	(110,960	)	$	-

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:

	Earnings (Loss) Per Share
		As Previously Reported		Adjustment			As Adjusted
Three Months Ended March 31, 2021
Net income		$	3,994,994	$	-		$	3,994,994
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000		(3,220,000	)		17,480,000
Basic and diluted earnings per share - Class A ordinary shares		$	0.00	$	0.18		$	0.18
Weighted average shares outstanding of Class B ordinary shares, basic			5,062,500		7,500			5,070,000
Basic earnings per share - Class B ordinary shares		$	0.79	$	(0.61	)	$	0.18
Weighted average shares outstanding of Class B ordinary shares, diluted			-		5,175,000			5,175,000
Diluted earnings per share - Class B ordinary shares		$	-	$	0.18		$	0.18

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Three Months Ended June 30, 2021
Net loss		$	(4,502,863	)	$	-		$	(4,502,863	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.17	)	$	(0.17	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,175,000			-			5,175,000
Basic and diluted loss per share - Class B ordinary shares		$	(0.87	)	$	0.70		$	(0.17	)

	Earnings (Loss) Per Share
		As Previously Reported			Adjustment			As Adjusted
Six Months Ended June 30, 2021
Net loss		$	(507,869	)	$	-		$	(507,869	)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted			20,700,000			-			20,700,000
Basic and diluted loss per share - Class A ordinary shares		$	0.00		$	(0.02	)	$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, basic			5,122,790			0			5,122,790
Basic loss per share - Class B ordinary shares		$	(0.10	)	$	0.08		$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares, diluted			-			5,175,000			5,175,000
Diluted loss per share - Class B ordinary shares		$	-		$	(0.02	)	$	(0.02	)

Basic and Diluted Net Income (Loss) per Common Share

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

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,340,422		$	350,857
Denominator:
Basic weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,140,385
Basic net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

	For the Three Months Ended September 30, 2021						For the Nine Months Ended September 30, 2021
	Class A			Class B			Class A			Class B
Diluted net income per ordinary share:
Numerator:
Allocation of net income		$	1,759,318		$	439,830		$	1,338,552		$	352,727
Denominator:
Diluted weighted average ordinary shares outstanding			20,700,000			5,175,000			19,638,462			5,175,000
Diluted net income per ordinary share		$	0.08		$	0.08		$	0.07		$	0.07

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Class A Ordinary Shares Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2021

Class A Ordinary Shares Subject to Possible Redemption [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table:

Gross proceeds	$	207,000,000
Less:
Fair value of Public Warrants at issuance		(9,832,500)	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(11,583,119)	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		21,415,619
Class A ordinary shares subject to possible redemption	$	207,000,000

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Measurements [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public warrants	$	7,866,000	$	-	$	-
Derivative warrant liabilities - Private placement warrants		-		4,666,400		-
	$	7,866,000	$	4,666,400	$	-

Change in Fair Value of Level 3 Derivative Warrant Liabilities

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 30, 2021 is summarized as follows:

Derivative warrant liabilities at December 31, 2020	$	-
Issuance of Public and Private Placement Warrants		15,972,500
Transfer of Public Warrants to Level 1 measurement		(9,832,500	)
Change in fair value of derivative warrant liabilities		(1,350,800	)
Derivative warrant liabilities at March 31, 2021		4,789,200
Transfer of Private Placement Warrants to Level 2 measurement		(4,789,200	)
Derivative warrant liabilities at June 30, 2021		-
Derivative warrant liabilities at September 30, 2021	$	-

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Description of Organization and Business Operations (Details)		9 Months Ended
	Jan. 15, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) Business $ / shares	Dec. 31, 2020 USD ($)
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering	$ 207,000,000.0	$ 207,000,000
Offering costs	12,200,000
Deferred underwriting commissions	7,200,000	7,245,000	$ 0
Gross proceeds from private placement	6,100,000	6,140,000
Cash deposited in Trust Account		$ 207,000,000
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares		$ 10.00
Net Tangible Assets Threshold for Redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%
Period to complete Business Combination from closing of Initial Public Offering		24 months
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in initial Business Combination | Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80.00%
Post-transaction ownership percentage of the target business		50.00%
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Net Tangible Assets Threshold for Redeeming Public Shares		$ 5,000,001
Interest from Trust Account that can be held to pay dissolution expenses	$ 100,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares	$ 1.00
Warrants issued (in shares) | shares	6,140,000
Class A Ordinary Shares [Member] | Minimum [Member]
Description of Organization and Business Operations [Abstract]
Percentage of Public Shares that can be redeemed without prior consent		15.00%
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	20,700,000
Share price (in dollars per share) | $ / shares	$ 10.00
Gross proceeds from initial public offering	$ 207,000,000.0
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	2,700,000
Share price (in dollars per share) | $ / shares	$ 10.00

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Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($)				9 Months Ended
	Jan. 21, 2021	Jan. 15, 2021	Nov. 17, 2020	Sep. 30, 2021	Dec. 31, 2020
Liquidity and Capital Resources [Abstract]
Cash at bank				$ 1,822,099	$ 0
Working capital deficit				40,000
Repayment to related party				94,427
Outstanding loan				0	$ 50,900
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Contribution from sale of founder shares			$ 25,000
Sponsor [Member] | Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Loan proceeds			$ 94,000
Repayment to related party	$ 51,000	$ 43,000
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Liquidity and Capital Resources [Abstract]
Outstanding loan				$ 0

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Restatement of Previously Reported Financial Statements (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Revision to Previously Reported Financial Statements [Abstract]
Net tangible asset threshold for redeeming public shares	$ 5,000,001				$ 5,000,001
Balance Sheet [Abstract]
Total assets	209,268,843	$ 209,366,231	$ 209,459,642	$ 209,366,231	209,268,843	$ 380,631
Total liabilities	22,085,842	24,382,377	19,972,926	24,382,377	22,085,842	473,290
Class A ordinary shares subject to possible redemption	207,000,000	207,000,000	207,000,000	207,000,000	207,000,000	0
Preference shares	0	0	0	0	0	0
Additional paid-in capital	0	0	0	0	0	24,482
Accumulated deficit	(19,817,517)	(22,016,665)	(17,513,802)	(22,016,665)	(19,817,517)	(117,659)
Total shareholders' equity (deficit)	(19,816,999)	(22,016,147)	(17,513,284)	(22,016,147)	(19,816,999)	(92,659)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	209,268,843	209,366,231	209,459,642	209,366,231	209,268,843	380,631
Supplemental Disclosure of Noncash Financing Activities [Abstract]
Initial value of Class A ordinary shares subject to possible redemption as revised			0	0
Change in value of Class A ordinary shares subject to possible redemption			0	0
Income Statement [Abstract]
Net income (loss)	2,199,148	(4,502,863)	$ 3,994,994	$ (507,869)	1,691,279
Class A Ordinary Shares [Member]
Revision to Previously Reported Financial Statements [Abstract]
Reclassification of Class A ordinary shares to temporary equity (in shares)			2,300,000	2,700,000
Balance Sheet [Abstract]
Class A ordinary shares subject to possible redemption	207,000,000				207,000,000
Ordinary shares	$ 0	$ 0	$ 0	$ 0	$ 0	0
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)	20,700,000	20,700,000	17,480,000	20,700,000	19,638,462
Weighted average shares outstanding, diluted (in shares)	20,700,000	20,700,000	17,480,000	20,700,000	19,638,462
Basic earnings per share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Diluted earnings per share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Class B Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares	$ 518	$ 518	$ 518	$ 518	$ 518	$ 518
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)	5,175,000	5,175,000	5,070,000	5,122,790	5,140,385
Weighted average shares outstanding, diluted (in shares)	5,175,000		5,175,000	5,175,000	5,175,000
Basic earnings per share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Diluted earnings per share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Maximum [Member]
Revision to Previously Reported Financial Statements [Abstract]
Net tangible asset threshold for redeeming public shares	$ 5,000,001				$ 5,000,001
As Previously Reported [Member]
Balance Sheet [Abstract]
Total assets		$ 209,366,231	$ 209,459,642	$ 209,366,231
Total liabilities		24,382,377	19,972,926	24,382,377
Class A ordinary shares subject to possible redemption		179,983,850	184,486,710	179,983,850
Preference shares		0	0	0
Additional paid-in capital		5,624,744	1,121,928	5,624,744
Accumulated deficit		(625,528)	3,877,335	(625,528)
Total shareholders' equity (deficit)		5,000,004	5,000,006	5,000,004
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)		209,366,231	209,459,642	209,366,231
Supplemental Disclosure of Noncash Financing Activities [Abstract]
Initial value of Class A ordinary shares subject to possible redemption as revised			179,872,890	179,872,890
Change in value of Class A ordinary shares subject to possible redemption			4,613,820	110,960
Income Statement [Abstract]
Net income (loss)		(4,502,863)	3,994,994	(507,869)
As Previously Reported [Member] | Class A Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares		$ 270	$ 225	$ 270
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)		20,700,000	20,700,000	20,700,000
Weighted average shares outstanding, diluted (in shares)		20,700,000	20,700,000	20,700,000
Basic earnings per share (in dollars per share)		$ 0.00	$ 0.00	$ 0.00
Diluted earnings per share (in dollars per share)		$ 0.00	$ 0.00	$ 0.00
As Previously Reported [Member] | Class B Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares		$ 518	$ 518	$ 518
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)		5,175,000	5,062,500	5,122,790
Weighted average shares outstanding, diluted (in shares)			0	0
Basic earnings per share (in dollars per share)		$ (0.87)	$ 0.79	$ (0.10)
Diluted earnings per share (in dollars per share)		$ (0.87)	$ 0	$ 0
Adjustment [Member]
Balance Sheet [Abstract]
Total assets		$ 0	$ 0	$ 0
Total liabilities		0	0	0
Class A ordinary shares subject to possible redemption		27,016,150	22,513,290	27,016,150
Preference shares		0	0	0
Additional paid-in capital		(5,624,744)	(1,121,928)	(5,624,744)
Accumulated deficit		(21,391,137)	(21,391,137)	(21,391,137)
Total shareholders' equity (deficit)		(27,016,151)	(22,513,290)	(27,016,151)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)		0	0	0
Supplemental Disclosure of Noncash Financing Activities [Abstract]
Initial value of Class A ordinary shares subject to possible redemption as revised			(179,872,890)	(179,872,890)
Change in value of Class A ordinary shares subject to possible redemption			(4,613,820)	(110,960)
Income Statement [Abstract]
Net income (loss)		0	0	0
Adjustment [Member] | Class A Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares		$ (270)	$ (225)	$ (270)
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)		0	(3,220,000)	0
Weighted average shares outstanding, diluted (in shares)		0	(3,220,000)	0
Basic earnings per share (in dollars per share)		$ (0.17)	$ 0.18	$ (0.02)
Diluted earnings per share (in dollars per share)		$ (0.17)	$ 0.18	$ (0.02)
Adjustment [Member] | Class B Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares		$ 0	$ 0	$ 0
Income Statement [Abstract]
Weighted average shares outstanding, basic (in shares)		0	7,500	0
Weighted average shares outstanding, diluted (in shares)			5,175,000	5,175,000
Basic earnings per share (in dollars per share)		$ 0.70	$ (0.61)	$ 0.08
Diluted earnings per share (in dollars per share)		$ 0.70	$ 0.18	$ (0.02)

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Cash Held in Trust Account (Details) $ in Millions	Sep. 30, 2021 USD ($)
Cash Held in Trust Account [Abstract]
Cash held in Trust Account	$ 207.0

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - shares	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020
Common stock subject to Possible Redemption [Abstract]
Ordinary shares, subject to possible redemption (in shares)	20,700,000	207,000,000	0
Shares issued (in shares)	0		0
Shares outstanding (in shares)	0		0

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Income Taxes (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

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Basis of Presentation and Summary of Significant Accounting Policies (as restated), Net Income (Loss) Per Ordinary Shares (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Class A [Member]
Numerator [Abstract]
Allocation of net income	$ 1,759,318				$ 1,340,422
Denominator [Abstract]
Basic weighted average ordinary shares outstanding (in shares)	20,700,000	20,700,000	17,480,000	20,700,000	19,638,462
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Numerator [Abstract]
Allocation of net income	$ 1,759,318				$ 1,338,552
Denominator [Abstract]
Diluted weighted average ordinary shares outstanding (in shares)	20,700,000	20,700,000	17,480,000	20,700,000	19,638,462
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Class B [Member]
Numerator [Abstract]
Allocation of net income	$ 439,830				$ 350,857
Denominator [Abstract]
Basic weighted average ordinary shares outstanding (in shares)	5,175,000	5,175,000	5,070,000	5,122,790	5,140,385
Basic net income per ordinary share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Numerator [Abstract]
Allocation of net income	$ 439,830				$ 352,727
Denominator [Abstract]
Diluted weighted average ordinary shares outstanding (in shares)	5,175,000		5,175,000	5,175,000	5,175,000
Diluted net income per ordinary share (in dollars per share)	$ 0.08	$ (0.17)	$ 0.18	$ (0.02)	$ 0.07
Private Placement Warrants [Member] | Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Warrants to purchase common shares (in shares)	16,490,000				16,490,000

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Initial Public Offering (Details) - USD ($)		9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Initial Public Offering [Abstract]
Gross proceeds from initial public offering	$ 207,000,000.0	$ 207,000,000
Offering costs	12,200,000
Deferred underwriting commissions	$ 7,200,000	$ 7,245,000	$ 0
Exercise price of warrant (in dollars per share)		$ 11.50
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities included in Unit (in shares)	0.50
Exercise price of warrant (in dollars per share)	$ 11.50
Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities included in Unit (in shares)	1
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Number of shares issued upon exercise of warrant (in shares)	1
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	20,700,000
Share price (in dollars per share)	$ 10.00
Gross proceeds from initial public offering	$ 207,000,000.0
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	2,700,000
Share price (in dollars per share)	$ 10.00

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Related Party Transactions, Founder Shares (Details) - USD ($)			9 Months Ended
	Nov. 17, 2020	Jan. 12, 2020	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)			0		0
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Class A Ordinary Shares [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)			$ 12.00
Period after initial Business Combination			150 days
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Share price (in dollars per share)	$ 0.006
Ordinary shares, par value (in dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares)		5,175,000	5,175,000		5,175,000
Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock	$ 25,000
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock	$ 25,000
Issuance of ordinary shares to Sponsor (in shares)	4,312,500
Share capitalization (in shares)		862,500
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering		20.00%
Common stock no longer subject to forfeiture (in shares)				675,000
Holding period for transfer, assignment or sale of Founder Shares			1 year
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member]
Founder Shares [Abstract]
Shares subject to forfeiture (in shares)		675,000

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Related Party Transactions, Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021
Private Placement [Abstract]
Gross proceeds from issuance of warrants	$ 6.1
Exercise price of warrant (in dollars per share)		$ 11.50
Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	6,140,000
Share price (in dollars per share)	$ 1.00
Exercise price of warrant (in dollars per share)		$ 11.50
Holding period for transfer, assignment or sale of warrants		30 days
Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)	1

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Related Party Transactions, Sponsor Loans (Details) - USD ($)				9 Months Ended
	Jan. 21, 2021	Jan. 15, 2021	Nov. 17, 2020	Sep. 30, 2021
Related Party Loans [Abstract]
Repayment to related party				$ 94,427
Sponsor [Member]
Related Party Loans [Abstract]
Related party transaction amount				$ 15,000
Sponsor [Member] | Promissory Note [Member]
Related Party Loans [Abstract]
Loan proceeds			$ 94,000
Repayment to related party	$ 51,000	$ 43,000
Sponsor [Member] | Promissory Note [Member] | Maximum [Member]
Related Party Loans [Abstract]
Related party transaction amount			$ 300,000

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Related Party Transactions, Working Capital Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction, Due from (to) Related Party [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000
Conversion price (in dollars per share)	$ 1.00
Borrowings outstanding	$ 0	$ 0

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Related Party Transactions, Administrative Support Agreement (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Related Party Transactions [Abstract]
General and administrative expenses	$ 45,000	$ 135,000
Balance outstanding	135,000	135,000
Due to Related Parties	$ 1,600,000	1,600,000
Sponsor [Member]
Related Party Transactions [Abstract]
Monthly expenses		$ 15,000

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Commitments and Contingencies (Details) - USD ($)	Jan. 15, 2021	Sep. 30, 2021	Dec. 31, 2020
Underwriting Agreement [Abstract]
Underwriting discount (in dollars per share)	$ 0.20
Underwriting discount	$ 4,100,000
Deferred underwriting commissions per Unit (in dollars per share)	$ 0.35
Deferred underwriting commissions	$ 7,200,000	$ 7,245,000	$ 0

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Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)		9 Months Ended
	Jan. 15, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds	$ 207,000,000.0	$ 207,000,000
Fair value of Public Warrants at issuance	$ (6,100,000)
Class A ordinary shares subject to possible redemption		207,000,000	$ 207,000,000	$ 207,000,000	$ 0
Public Warrants [Member]
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Fair value of Public Warrants at issuance		$ (9,832,500)
Class A Ordinary Shares [Member]
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Ordinary shares, shares authorized (in shares)		200,000,000			200,000,000
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Voting rights per share		one
Ordinary shares, subject to possible redemption (in shares)	207,000,000	20,700,000			0
Offering costs allocated to Class A ordinary shares subject to possible redemption		$ (11,583,119)
Accretion of Class A ordinary shares subject to possible redemption amount		21,415,619
Class A ordinary shares subject to possible redemption		$ 207,000,000

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Shareholders' Deficit (Details)	9 Months Ended
	Sep. 30, 2021 Vote $ / shares shares	Jan. 15, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Nov. 17, 2020 $ / shares	Jan. 12, 2020 shares
Shareholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	1,000,000		1,000,000
Preferred shares, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Preference shares, shares issued (in shares)	0		0
Preference shares, shares outstanding (in shares)	0		0
Percentage required for approval for votes from ordinary shares	0.667%
Number of votes per share | Vote	1
As-converted percentage for Class A common stock after conversion of Class B shares	20.00%
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination	1
Class A Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	200,000,000		200,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, subject to possible redemption outstanding (in shares)	20,700,000	207,000,000	0
Ordinary shares, subject to possible redemption issued (in shares)	20,700,000		0
Ordinary shares, shares issued (in shares)	0		0
Ordinary shares, shares outstanding (in shares)	0		0
Class B Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	20,000,000		20,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)	5,175,000		5,175,000
Ordinary shares, shares outstanding (in shares)	5,175,000		5,175,000		5,175,000
Number of votes per share | Vote	10

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Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Jan. 15, 2021	Dec. 31, 2020
Warrants [Abstract]
Warrants outstanding (in shares)			0
Exercise price of warrant (in dollars per share)	$ 11.50
Period to exercise warrants after Business Combination	30 days
Period to exercise warrants after closing of Initial Public Offering	12 months
Period to file registration statement after initial Business Combination	20 days
Period for registration statement to become effective	60 days
Threshold trigger price for redemption of warrants (in dollars per share)	$ 10.00
Class A Ordinary Shares [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Number of shares issued upon exercise of warrant (in shares)		1
Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 12.00
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	10,350,000
Exercise price of warrant (in dollars per share)		$ 11.50
Expiration period of warrants	5 years
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	6,140,000
Exercise price of warrant (in dollars per share)	$ 11.50
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Percentage multiplier	180.00%
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Redemption period	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18.00
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member]
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)	0.361
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10.00
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants [Abstract]
Percentage multiplier	115.00%
Warrant redemption price (in dollars per share)	$ 18.00
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20

XML

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Liabilities [Abstract]
Assets measured at fair value		$ 0
Transfers to/from Fair Value Hierarchy Levels [Abstract]
Transfers from Level 1 to Level 2	$ 0
Transfers from Level 2 to Level 1	0
Transfers into Level 3	0
Recurring [Member]
Liabilities [Abstract]
Liabilities measured at fair value		$ 0
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Liabilities [Abstract]
Derivative warrant liabilities	7,866,000
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	7,866,000
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liabilities [Abstract]
Derivative warrant liabilities	4,666,400
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	4,666,400
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	$ 0

XML

Fair Value Measurements, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - Warrant Liabilities [Member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Unobservable Input Reconciliation [Roll Forward]
Derivative warrant liabilities, beginning balance	$ 4,789,200	$ 0
Issuance of Public and Private Warrants		15,972,500
Change in fair value of derivative warrant liabilities		(1,350,800)
Derivative warrant liabilities, ending balance	0	4,789,200
Derivative warrant liabilities	0	4,789,200	$ 0
Level 1 [Member] | Public Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Transfer of Public Warrants to measurement		$ (9,832,500)
Level 2 [Member] | Private Placement Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Transfer of Public Warrants to measurement	$ (4,789,200)