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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

The accompanying unaudited 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 three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021.

Revision to Previously Reported Financial Statements

Restatement to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on March 10, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”).In accordance with the SEC and its staff’s guidance on redeemable equity instruments, 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. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. As a result, the Company restated its previously filed financial statements to present all Class A ordinary shares as temporary equity 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.

The impact of the revision to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $28.9 million, a decrease to additional paid-in capital of approximately $5.5 million an increase to the accumulated deficit of approximately $23.3 million, and the reclassification of 2,888,978 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below.

As of March 4, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,880,911			-		$	346,880,911
Total liabilities	$	25,770,690			-		$	25,770,690
Class A ordinary shares subject to redemption		316,110,220			28,889,780		$	345,000,000
Preferred shares		-			-			-
Class A ordinary shares		289			(289	)		-
Class B ordinary shares		863			-			863
Additional paid-in capital		5,543,115			(5,543,115	)		-
Accumulated deficit		(544,266	)		(23,346,376	)		(23,890,642	)
Total shareholders’ equity (deficit)	$	5,000,001		$	(28,889,780	)	$	(23,889,779	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	$	346,880,911		$	-		$	346,880,911

The impact of the restatement on the unaudited condensed balance sheets and unaudited condensed statements of operations for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:

As of March 31, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,801,623			-		$	346,801,623
Total liabilities	$	26,267,320			-		$	26,267,320
Class A ordinary shares subject to redemption		315,534,300			29,465,700		$	345,000,000
Preferred shares		-			-			-
Class A ordinary shares		294			(294	)		-
Class B ordinary shares		863			-			863
Additional paid-in capital		6,172,654			(6,172,654	)		-
Accumulated deficit		(1,173,808	)		(23,292,752	)		(24,466,560	)
Total shareholders’ equity (deficit)	$	5,000,003		$	(29,465,700	)	$	(24,465,697	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	$	346,801,623		$	-		$	346,801,623

Form 10-Q: Three Months Ended March 31, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(476,570	)	$	-		$	(476,570	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	-		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,861,861		$	-		$	346,861,861
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accounts payable	$	65,450		$	-		$	65,450
Offering costs included in accrued expenses	$	302,000		$	-		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	-		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	(575,920	)	$	575,920		$	-

As of June 30, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,622,172			-		$	346,622,172
Total liabilities	$	28,533,605			-		$	28,533,605
Class A ordinary shares subject to redemption		313,088,560			31,911,440		$	345,000,000
Preferred shares		-			-			-
Class A ordinary shares		319			(319	)		-
Class B ordinary shares		863			-			863
Additional paid-in capital		8,618,370			(8,618,370	)		-
Retained earnings (accumulated deficit)		(3,619,545	)		(23,292,752	)		(26,912,297	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(31,911,441	)	$	(26,911,434	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	$	346,622,172		$	-*		$	346,622,172

_*	de minimis rounding

Form 10-Q: Six Months Ended June 30, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(565,125	)	$	-		$	(565,125	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	-		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,796,412		$	-		$	346,796,412
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	$	302,000		$	-		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	-		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	-
Change in value of Class A ordinary shares subject to possible redemption	$	(3,021,660	)	$	3,021,660		$	-

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also 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 share pro rata in the income and losses of the Company. The impact to the reported amounts of weighted averages shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods:

	EPS for Class A ordinary shares (redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	-		$	(1,159,117	)
Weighted average shares outstanding		31,608,965			2,891,035			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.03	)	$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	-		$	(2,445,737	)
Weighted average shares outstanding		31,550,742			2,949,258			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.06	)	$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	-		$	(3,604,854	)
Weighted average shares outstanding		31,564,442			2,935,558			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.08	)	$	(0.08	)

	EPS for Class B ordinary shares (non-redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	-		$	(1,159,117	)
Weighted average shares outstanding		8,749,433			(899,433	)		7,850,000
Basic and diluted earnings per share	$	(0.13	)	$	0.10		$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	-		$	(2,445,737	)
Weighted average shares outstanding		11,574,258			(2,949,258	)		8,625,000
Basic and diluted earnings per share	$	(0.21	)	$	0.15		$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	-		$	(3,604,854	)
Weighted average shares outstanding		10,169,649			(1,930,008	)		8,239,641
Basic and diluted earnings per share	$	(0.36	)	$	0.28		$	(0.08	)

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As of September 30, 2021, and December 31, 2020, the Company had 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.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

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

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. U.S. 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; and

•

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.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 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 adjust the instruments to fair value at each reporting period until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as non-current 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged to the carrying value of the Class A ordinary shares subject to possible redemption 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) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. 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 September 30, 2021, and December 31, 2020, the Company had 34,500,000 and 0, respectively of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

Net Income 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 per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 13,075,000 shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

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

	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 and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938

Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02
Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

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 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 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 accompanying unaudited condensed financial statements.