Powered Brands (POW) 10-K31 Mar 222021 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-39847
Entity Registrant Name	Powered Brands
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1570855
Entity Address, Address Line One	292 Madison Avenue, Fl. 8
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	756-3508
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 267,720,000
Entity Central Index Key	0001829427
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share
Trading Symbol	POWRU
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		3,489,209
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	POW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		24,110,791
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	POWRW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		13,216,806
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 628,620
Prepaid expenses	294,862
Total current assets	923,482
Investments held in Trust Account	628,620
Prepaid Expense, Current	294,862
Investments held in Trust Account	276,026,243	$ 0
Deferred offering costs associated with the initial public offering		419,962
Total Assets	276,949,725	419,962
Current liabilities:
Accounts payable	145,534	23,450
Accrued expenses	126,603	333,517
Note payable - related party		66,000
Total current liabilities	272,137	422,967
Deferred underwriting commissions	9,660,000
Derivative warrant liabilities	8,593,408
Total Liabilities	18,525,545	422,967
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 and 0 shares issued and outstanding at $10.00 per share at redemption as of December 31, 2021 and December 31, 2020, respectively	276,000,000
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
Additional paid-in capital		24,310
Accumulated deficit	(17,576,510)	(28,005)
Total Shareholders' Deficit	(17,575,820)	(3,005)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	276,949,725	419,962
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 and 0 shares issued and outstanding at $10.00 per share at redemption as of December 31, 2021 and December 31, 2020, respectively	276,000,000
Class B Common Stock
Shareholders' Deficit:
Common stock	$ 690	$ 690

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value, (per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Ordinary shares, shares subject to possible redemption	27,600,000
Class A Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	350,000,000
Temporary equity, par or stated value per Share \| $ / shares	$ 0.0001
Class A Common Stock Subject to Redemption
Common shares, shares issued	27,600,000
Common shares, shares outstanding	27,600,000
Temporary equity, par or stated value per Share \| $ / shares	$ 0.0001
Ordinary shares, shares subject to possible redemption	27,600,000
Ordinary shares, redemption value per share \| $ / shares	$ 10
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	0
Class B Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	150,000,000
Common shares, shares issued	6,900,000
Common shares, shares outstanding	6,900,000
Common stock subject to redemption
Common shares, shares issued	27,600,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 28,005	$ 1,058,551
General and administrative expenses - related party		176,960
Loss from operations	(28,005)	(1,235,511)
Other income (expense)
Change in fair value of derivative warrant liabilities		4,367,651
Gain on issuance of working capital warrants		166,590
Transaction costs associated with issuance of warrants		(479,738)
Income from investments held in Trust Account		26,243
Total other income (expense), net		4,080,746
Net income (loss)	$ (28,005)	$ 2,845,235
Basic weighted average ordinary shares outstanding		26,768,219
Class A Common Stock
Other income (expense)
Basic weighted average ordinary shares outstanding	0	26,768,219
Diluted weighted average ordinary shares outstanding		26,768,219
Basic net income per share		$ 0.08
Diluted net income per share		$ 0.08
Class B Common Stock
Other income (expense)
Basic weighted average ordinary shares outstanding	4,400,000	6,872,877
Diluted weighted average ordinary shares outstanding	6,000,000	6,900,000
Basic net income per share	$ (0.01)	$ 0.08
Diluted net income per share	$ 0	$ 0.08

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Common Stock Not Subject to RedemptionCommon Stock	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Sep. 18, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Sep. 18, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors (in shares)	0	6,900,000
Issuance of Class B common stock to Sponsors	$ 0	$ 690	24,310		25,000
Net loss	0			(28,005)	(28,005)
Balance at the end at Dec. 31, 2020	$ 0	$ 690	24,310	(28,005)	(3,005)
Balance at the end (in shares) at Dec. 31, 2020	0	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of cash received over fair value of private placement warrants			3,108,000		3,108,000
Accretion of Class A ordinary shares subject to redemption amount			$ (3,132,310)	(20,393,740)	(23,526,050)
Net loss				2,845,235	2,845,235
Balance at the end at Dec. 31, 2021		$ 690		$ (17,576,510)	$ (17,575,820)
Balance at the end (in shares) at Dec. 31, 2021		6,900,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	12 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss	$ (28,005)	$ 2,845,235
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares	25,000
Gain on issuance of working capital warrants		(166,590)
Change in fair value of derivative warrant liabilities		(4,367,651)
Transaction costs associated with issuance of warrants		479,738
Income from investments held in Trust Account		(26,243)
Changes in operating assets and liabilities:
Prepaid expenses		(268,062)
Accounts payable		102,199
Accrued expenses	3,005	53,598
Net cash used in operating activities	0	(1,347,776)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(276,000,000)
Net cash used in investing activities		(276,000,000)
Cash Flows from Financing Activities:
Proceeds from promissory note issued to related party		25,000
Payment of promissory note issued to related party		(141,019)
Proceeds received from initial public offering, gross		276,000,000
Proceeds received from private placement		7,770,000
Proceeds from issuance of working capital loan warrants		277,649
Offering costs paid		(5,955,234)
Net cash provided by financing activities		277,976,396
Net change in cash	0	628,620
Cash - beginning of the period	0	0
Cash - end of the period	0	628,620
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	23,450
Offering costs included in accrued expenses	330,512	70,000
Offering costs paid by related party under promissory note	$ 66,000	23,219
Deferred underwriting commissions in connection with the initial public offering		$ 9,660,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Powered Brands (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 18, 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 that the Company has not yet identified (“Business Combination”). As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from September 18, 2020 (inception) through December 31, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, a search for a potential Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below). The Company’s sponsor is PB Management, a Cayman Islands exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 7, 2021. On January 12, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,180,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 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”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination, and a majority of its independent directors must approve such initial business combination(s). 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with 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 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other 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 (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% 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 agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions 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 24 months, or January 12, 2023, (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 income taxes, 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) the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.6 million in its operating bank account and working capital of approximately $0.7 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $141,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 19, 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 (as defined in Note 5). On October 15, 2021, the Company entered into a promissory note with the Sponsor and may borrow up to $277,649 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination (“Working Capital Promissory Note”). The full amount of the Working Capital Promissory Note was drawn on October 15, 2021, and immediately converted into warrants. See Note 5 for a description of the agreements. As of December 31, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by January 12, 2023, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 12, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Restatement of Previously Reported Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated January 12, 2021, filed on Form 8-K on January 19, 2021 (the “Post-IPO Balance Sheet”) (Amendment No. 1). Additionally, in preparation of the Company’s financial statements as of and for the quarter ended September 30, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet to classify all Class A ordinary shares subject to possible redemption in temporary equity (Amendment No. 2). Amendment No. 1 On April 12, 2021, the staff of the Securities and Exchange Commission (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 sheets as opposed to equity. Since the issuance on January 12, 2021, the Company’s Warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, the Company’s audit committee and management concluded that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed statement of operations in each reporting period. The impact to the balance sheet dated January 12, 2021, filed on Form 8-K on January 19, 2021 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $12.9 million increase to the derivative warrant liabilities line item at January 12, 2021 and offsetting decrease to the Class A ordinary shares subject to possible redemption mezzanine equity line item. There was no change to total shareholders’ equity at the reported balance sheet date. Amendment No. 2 In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A 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 stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, the Company's management determined that the redeemable Class A ordinary shares included certain provisions that require classification of the Class A Shares as temporary equity. Accordingly, effective with this filing, the Company presents all of its redeemable Class A ordinary shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share 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. 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 of both Amendment No. 1 and No. 2 were material to the previously filed audited balance sheet as of January 12, 2021 (the “Post-IPO Balance Sheet”) that contained the error, initially reported as an exhibit in the Company’s Form 8-K filed with the SEC on January 19, 2021. Therefore, the Company is restating the Post-IPO Balance Sheet in this filing. Impact of the Restatement The impact of the restatement on the Post-IPO Balance Sheet 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 revised audited balance sheet as of January 12, 2021: Amendment Amendment No. 1 No. 2 As of January 12, 2021 As Reported Adjustment Adjustment As Restated Total assets $ 278,301,800 $ — $ — $ 278,301,800 Liabilities and Shareholders' Equity: Total current liabilities 641,958 — — 641,958 Deferred underwriting commissions 9,660,000 — — 9,660,000 Derivative warrant liabilities — 12,850,000 — 12,850,000 Total liabilities 10,301,958 12,850,000 — 23,151,958 Class A ordinary shares subject to possible redemption 262,999,840 (12,850,000) 25,850,160 276,000,000 Preferred stock — — — — Class A ordinary shares 130 129 (259) — Class B ordinary shares 690 — — 690 Additional paid-in capital 5,034,187 476,998 (5,511,185) — Accumulated deficit (35,005) (477,127) (20,338,716) (20,850,848) Total shareholders’ equity (deficit) $ 5,000,002 $ — $ (25,850,160) $ (20,850,158) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and shareholders' Equity (Deficit) $ 278,301,800 $ — $ — $ 278,301,800 Shares of Class A ordinary shares subject to possible redemption 26,299,984 (1,285,000) 2,585,016 27,600,000 Shares of Class A non-redeemable ordinary share 1,300,016 1,285,000 (2,585,016) — 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 Depository Insurance Corporation coverage limits of $250,000. As of December 31, 2021 and 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 December 31, 2021 and 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. 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 statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021 and 2020, the Company had approximately $276.0 million and $0 of investments held in the Trust Account, respectively. 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 balance sheets, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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 included within Level 1 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 shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15, (“ASC 815-15”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants issued in connection with the Initial Public Offering (as defined in Note 3), Private Placement Warrants and Working Capital Warrants (as defined in Note 5) as derivative warrant 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. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The fair value of the Private Placement Warrants issued in connection with the Private Placement was initially estimated using a modified Black-Scholes model and, as of December 31, 2021, determined by reference to the Public Warrant listed trading price. On October 15, 2021, the Company issued Working Capital Warrants to the Sponsor (see Note 5). Like with the Private Placement Warrants, the fair value of the Working Capital Warrants has been measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and the Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and each Working Capital Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liabilities 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 consist of legal, accounting, underwriting commissions and other costs incurred 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of 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 480. 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 December 31, 2021 and 2020, 27,600,000 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. 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 ASC Topic 740, ‘‘Income Taxes,’’ prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s 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 ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, the Private Placement and the Working Capital Loan (as defined below) to purchase an aggregate of 14,565,099 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. 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 900,000 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 December 31, 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 following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Period from September 18 For the Year Ended December 31, 2021 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 2,263,953 $ 581,282 $ — $ (28,005) Allocation of net income (loss) - diluted $ 2,262,130 $ 583,105 $ — $ (28,005) Denominator: Basic weighted average ordinary shares outstanding 26,768,219 6,872,877 — 4,400,000 Diluted weighted average ordinary shares outstanding 26,768,219 6,900,000 — 6,000,000 Basic net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.01) Diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.00) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard 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 The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On January 12, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,180,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.8 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 7 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 16, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). By December 4, 2020, the Sponsor transferred an aggregate of 140,000 Founder Shares to certain of the board members, board nominees, officers and consultants. On January 7, 2021, the Company effected a share sub-division, resulting in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts had been retroactively restated to reflect the share sub-division. The Sponsor agreed to forfeit up to an aggregate of 900,000 Founder Shares to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 12, 2021, the underwriter fully exercised its over-allotment option; thus, these 900,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of 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 sub-divisions, 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, reorganization 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. Administrative Services On October 15, 2021, the Company entered into an Administrative Services Agreement with the Sponsor, pursuant to which Sponsor will provide certain administrative services to the Company and the Company will reimburse the Sponsor up to $10,000 a month based on receipts submitted by the Sponsor to the Company, and $12,650 a month, in each case subject to adjustment in accordance with the terms of the agreement. In addition, the Company made a one-time payment to Sponsor on the date of the agreement equal to $125,849. In the year ended December 31, 2021, the Company incurred and expensed approximately $177,000 under this agreement, included in general and administrative expenses - related party on the accompanying statements of operations. As of December 31, 2021 and 2020, no amounts were outstanding for these services. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company had borrowed approximately $141,000 under the Note. The Company repaid the Note in full on January 19, 2021. Subsequent to the repayment, the facility was no longer available to the Company. Working Capital Loans In addition, in order to fund working capital deficiencies or 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant (the “Working Capital Warrants”). The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On October 15, 2021, the Company entered into a noninterest bearing unsecured promissory note with its Sponsor for the principal amount of up to $277,649. The Sponsor had the right at any time to convert the outstanding principal balance on the promissory note into warrants entitling the Sponsor to purchase one Class A ordinary share, par value $0.0001 per share at a conversion price of $1.50 per warrant. The entire amount of $277,649 was drawn to fund the operations of the Company on October 15, 2021, and immediately converted to 185,099 Working Capital Warrants, thereby canceling the promissory note. Along with the Private Placement Warrants, the fair value of the Working Capital Warrants has been measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and the Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and each Working Capital Warrant is equivalent to that of each Public Warrant. Upon conversion of the $277,649 principal balance into the 185,099 Working Capital Warrants, the fair value of the 185,099 Working Capital Warrants was measured to be $111,059 and recorded as part of derivative warrant liabilities together with the Public and Private Placement Warrants on the balance sheets. The $166,590 difference between the principal balance of the loan and the fair value of the Working Capital Warrants is recognized as a gain on issuance of Working Capital Warrants on the statements of operations. As of December 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and 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 and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On January 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES	12 Months Ended
DERIVATIVE WARRANT LIABILITIES	Dec. 31, 2021
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES	NOTE 7. DERIVATIVE WARRANT LIABILITIES As of December 31, 2021, there were 9,200,000 Public Warrants, 5,180,000 Private Placement Warrants and 185,099 Working Capital Warrants outstanding. There were no Warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 The Private Placement Warrants and the Working Capital Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants, the Working Capital Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants and the Working Capital Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants and the Working Capital Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants and the Working Capital Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants and the Working Capital Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sales price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be 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 per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of 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 on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	12 Months Ended
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	Dec. 31, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 350,000,000 shares of 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 December 31, 2021, there were 27,600,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 276,000,000 Less: Amount allocated to Public Warrants (8,188,000) Class A ordinary shares issuance costs (15,338,050) Plus: Accretion of carrying value to redemption value 23,526,050 Class A ordinary shares subject to possible redemption $ 276,000,000

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	12 Months Ended
SHAREHOLDERS' DEFICIT	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares — Class B Ordinary Shares — Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public 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 the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder 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 the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of 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, members of the founding team or any of their affiliates 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs As of December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account: Mutual funds invested in U.S. Treasury Securities $ 276,026,243 $ — $ — Liabilities: Derivative warrant liabilities: Derivative warrant liabilities - Public Warrants $ 5,428,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 3,056,200 $ — Derivative warrant liabilities – Working Capital Warrants $ — $ 109,208 $ — 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 transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in September 2021. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants. The fair value of the Private Placement Warrants issued in connection with the Private Placement had been initially estimated using a modified Black-Scholes model and, as of December 31, 2021, determined by reference to the Public Warrant listed trading price along with the Working Capital Warrants. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and the Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and Working Capital Warrant is equivalent to that of each Public Warrant. For the year ended December 31, 2021, the Company recognized a gain of approximately $4.4 million resulting from a decrease in the fair value of liabilities, as presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The change in fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2021, is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,850,000 Transfer of Public Warrants to Level 1 (8,188,000) Change in fair value of derivative warrant liabilities - Private Placement Warrants 414,100 Transfer of Private Placement Warrants to Level 2 (5,076,400) Derivative warrant liabilities at December 31, 2021 - Level 3 measurements $ —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Restatement of Previously Reported Financial Statements	Restatement of Previously Reported Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated January 12, 2021, filed on Form 8-K on January 19, 2021 (the “Post-IPO Balance Sheet”) (Amendment No. 1). Additionally, in preparation of the Company’s financial statements as of and for the quarter ended September 30, 2021, the Company concluded it should restate its previously issued Post-IPO Balance Sheet to classify all Class A ordinary shares subject to possible redemption in temporary equity (Amendment No. 2). Amendment No. 1 On April 12, 2021, the staff of the Securities and Exchange Commission (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 sheets as opposed to equity. Since the issuance on January 12, 2021, the Company’s Warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, the Company’s audit committee and management concluded that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed statement of operations in each reporting period. The impact to the balance sheet dated January 12, 2021, filed on Form 8-K on January 19, 2021 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $12.9 million increase to the derivative warrant liabilities line item at January 12, 2021 and offsetting decrease to the Class A ordinary shares subject to possible redemption mezzanine equity line item. There was no change to total shareholders’ equity at the reported balance sheet date. Amendment No. 2 In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A 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 stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, the Company's management determined that the redeemable Class A ordinary shares included certain provisions that require classification of the Class A Shares as temporary equity. Accordingly, effective with this filing, the Company presents all of its redeemable Class A ordinary shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share 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. 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 of both Amendment No. 1 and No. 2 were material to the previously filed audited balance sheet as of January 12, 2021 (the “Post-IPO Balance Sheet”) that contained the error, initially reported as an exhibit in the Company’s Form 8-K filed with the SEC on January 19, 2021. Therefore, the Company is restating the Post-IPO Balance Sheet in this filing.
Impact of the Restatement	Impact of the Restatement The impact of the restatement on the Post-IPO Balance Sheet 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 revised audited balance sheet as of January 12, 2021: Amendment Amendment No. 1 No. 2 As of January 12, 2021 As Reported Adjustment Adjustment As Restated Total assets $ 278,301,800 $ — $ — $ 278,301,800 Liabilities and Shareholders' Equity: Total current liabilities 641,958 — — 641,958 Deferred underwriting commissions 9,660,000 — — 9,660,000 Derivative warrant liabilities — 12,850,000 — 12,850,000 Total liabilities 10,301,958 12,850,000 — 23,151,958 Class A ordinary shares subject to possible redemption 262,999,840 (12,850,000) 25,850,160 276,000,000 Preferred stock — — — — Class A ordinary shares 130 129 (259) — Class B ordinary shares 690 — — 690 Additional paid-in capital 5,034,187 476,998 (5,511,185) — Accumulated deficit (35,005) (477,127) (20,338,716) (20,850,848) Total shareholders’ equity (deficit) $ 5,000,002 $ — $ (25,850,160) $ (20,850,158) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and shareholders' Equity (Deficit) $ 278,301,800 $ — $ — $ 278,301,800 Shares of Class A ordinary shares subject to possible redemption 26,299,984 (1,285,000) 2,585,016 27,600,000 Shares of Class A non-redeemable ordinary share 1,300,016 1,285,000 (2,585,016) —
Emerging Growth Company	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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 Depository Insurance Corporation coverage limits of $250,000. As of December 31, 2021 and 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 December 31, 2021 and 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. 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 statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2021 and 2020, the Company had approximately $276.0 million and $0 of investments held in the Trust Account, respectively.
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 balance sheets, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 10).
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 included within Level 1 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	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 shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15, (“ASC 815-15”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its Public Warrants issued in connection with the Initial Public Offering (as defined in Note 3), Private Placement Warrants and Working Capital Warrants (as defined in Note 5) as derivative warrant 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. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The fair value of the Public Warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded. The fair value of the Private Placement Warrants issued in connection with the Private Placement was initially estimated using a modified Black-Scholes model and, as of December 31, 2021, determined by reference to the Public Warrant listed trading price. On October 15, 2021, the Company issued Working Capital Warrants to the Sponsor (see Note 5). Like with the Private Placement Warrants, the fair value of the Working Capital Warrants has been measured by reference to the Public Warrant trading price. As the transfer of Private Placement Warrants and Working Capital Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants and the Working Capital Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant and each Working Capital Warrant is equivalent to that of each Public Warrant. The determination of the fair value of the warrant liabilities 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 consist of legal, accounting, underwriting commissions and other costs incurred 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of 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	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 480. 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 December 31, 2021 and 2020, 27,600,000 and 0 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. 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 ASC Topic 740, ‘‘Income Taxes,’’ prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s 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 ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, the Private Placement and the Working Capital Loan (as defined below) to purchase an aggregate of 14,565,099 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. 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 900,000 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 December 31, 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 following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Period from September 18 For the Year Ended December 31, 2021 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 2,263,953 $ 581,282 $ — $ (28,005) Allocation of net income (loss) - diluted $ 2,262,130 $ 583,105 $ — $ (28,005) Denominator: Basic weighted average ordinary shares outstanding 26,768,219 6,872,877 — 4,400,000 Diluted weighted average ordinary shares outstanding 26,768,219 6,900,000 — 6,000,000 Basic net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.01) Diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.00)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard 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 The Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summarizes the effect of the correction on each financial statement	Amendment Amendment No. 1 No. 2 As of January 12, 2021 As Reported Adjustment Adjustment As Restated Total assets $ 278,301,800 $ — $ — $ 278,301,800 Liabilities and Shareholders' Equity: Total current liabilities 641,958 — — 641,958 Deferred underwriting commissions 9,660,000 — — 9,660,000 Derivative warrant liabilities — 12,850,000 — 12,850,000 Total liabilities 10,301,958 12,850,000 — 23,151,958 Class A ordinary shares subject to possible redemption 262,999,840 (12,850,000) 25,850,160 276,000,000 Preferred stock — — — — Class A ordinary shares 130 129 (259) — Class B ordinary shares 690 — — 690 Additional paid-in capital 5,034,187 476,998 (5,511,185) — Accumulated deficit (35,005) (477,127) (20,338,716) (20,850,848) Total shareholders’ equity (deficit) $ 5,000,002 $ — $ (25,850,160) $ (20,850,158) Total Liabilities, Class A ordinary shares Subject to Possible Redemption and shareholders' Equity (Deficit) $ 278,301,800 $ — $ — $ 278,301,800 Shares of Class A ordinary shares subject to possible redemption 26,299,984 (1,285,000) 2,585,016 27,600,000 Shares of Class A non-redeemable ordinary share 1,300,016 1,285,000 (2,585,016) —
Schedule of calculation of basic and diluted net income (loss) per share	For the Period from September 18 For the Year Ended December 31, 2021 (inception) through December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) - basic $ 2,263,953 $ 581,282 $ — $ (28,005) Allocation of net income (loss) - diluted $ 2,262,130 $ 583,105 $ — $ (28,005) Denominator: Basic weighted average ordinary shares outstanding 26,768,219 6,872,877 — 4,400,000 Diluted weighted average ordinary shares outstanding 26,768,219 6,900,000 — 6,000,000 Basic net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.01) Diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ — $ (0.00)

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	12 Months Ended
	Dec. 31, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Summary of reconciliation of Class A common stock reflected on the balance sheet	The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 276,000,000 Less: Amount allocated to Public Warrants (8,188,000) Class A ordinary shares issuance costs (15,338,050) Plus: Accretion of carrying value to redemption value 23,526,050 Class A ordinary shares subject to possible redemption $ 276,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs As of December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account: Mutual funds invested in U.S. Treasury Securities $ 276,026,243 $ — $ — Liabilities: Derivative warrant liabilities: Derivative warrant liabilities - Public Warrants $ 5,428,000 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ 3,056,200 $ — Derivative warrant liabilities – Working Capital Warrants $ — $ 109,208 $ —
Schedule of change in the fair value of the derivative warrant liabilities	Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 12,850,000 Transfer of Public Warrants to Level 1 (8,188,000) Change in fair value of derivative warrant liabilities - Private Placement Warrants 414,100 Transfer of Private Placement Warrants to Level 2 (5,076,400) Derivative warrant liabilities at December 31, 2021 - Level 3 measurements $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Oct. 05, 2021	Jan. 12, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering			$ 276,000,000
Proceeds received from private placement		$ 7,800,000	7,770,000
Deferred underwriting commissions.			9,700,000
Investments held in Trust Account			$ 628,620
Threshold business months for redemption of public shares			24 months
Payments for investment of cash in Trust Account			$ 276,000,000
Condition for future business combination threshold Percentage Ownership			10
Maximum Allowed Dissolution Expenses			$ 141,000
Operating bank accounts			600,000
Working capital			700,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Maximum Allowed Dissolution Expenses			$ 25,000
Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Conversion Of Principal Balance Of Warrants	$ 277,649
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to issued			5,180,000
Price of warrant			$ 1.50
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)		27,600,000
Purchase price, per unit		$ 10	100
Proceeds from issuance initial public offering		$ 276,000,000
Share Price		$ 10	$ 10
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account			80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination			50.00%
Threshold percentage of public shares subject to redemption without companys prior written consent			15.00%
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Maximum Allowed Dissolution Expenses			$ 100,000
Maximum net interest to pay dissolution expenses			$ 100,000
Initial Public Offering. \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)		27,600,000
Purchase price, per unit		$ 10
Proceeds from issuance initial public offering		$ 276,000,000
Deferred underwriting commissions.		9,700,000
Other offering costs		$ 15,800,000
Initial Public Offering. \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 10
Private Placement. \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)		1.50
Number of warrants to issued		5,180,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)		3,600,000
Over-allotment option \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares)		3,600,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jan. 12, 2021	Jan. 07, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 18, 2020
Total Shareholders' Deficit	$ (17,575,820)		$ (20,850,158)		$ (3,005)		$ 0
Cash equivalents	0				0	$ 0
Investments held in Trust Account	$ 276,026,243				$ 0
Ordinary shares, shares subject to possible redemption	27,600,000		27,600,000		0
Unrecognized tax benefits		$ 0			$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0			$ 0
Private Placement Warrants and Working Capital Loan
Purchase of aggregate shares	14,565,099
Amendment No.1 Adjustment
Total Shareholders' Deficit			$ 0
Ordinary shares, shares subject to possible redemption			(1,285,000)
Amendment No.1 Adjustment \| Public and Private Placement Warrants
Increase to the derivative warrant liabilities			$ 12,900,000
Amendment No. 2 Adjustment
Total Shareholders' Deficit			$ (25,850,160)
Ordinary shares, shares subject to possible redemption			2,585,016
Net tangible assets			$ 5,000,001
Class A Common Stock Subject to Redemption
Ordinary shares, shares subject to possible redemption	27,600,000
Class B Common Stock
Ordinary shares, shares subject to possible redemption				6,900,000
Purchase of aggregate shares	900,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Restatement - Balance Sheet (Details) - USD ($)	Dec. 31, 2021	Jan. 12, 2021	Jan. 07, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 18, 2020
Condensed Balance Sheets
Total assets	$ 276,949,725	$ 278,301,800		$ 419,962
Total current liabilities	272,137	641,958		422,967
Deferred Underwriting Commissions	9,660,000	9,660,000
Derivative warrant liabilities	8,593,408	12,850,000
Total liabilities	18,525,545	23,151,958		422,967
Class A ordinary shares subject to possible redemption	276,000,000	276,000,000
Preferred stock
Additional paid-in capital				24,310
Accumulated deficit	(17,576,510)	(20,850,848)		(28,005)
Total shareholders' equity (deficit)	(17,575,820)	(20,850,158)		(3,005)		$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$ 276,949,725	$ 278,301,800		$ 419,962
Shares of Class A ordinary shares subject to possible redemption	27,600,000	27,600,000		0
As Reported
Condensed Balance Sheets
Total assets		$ 278,301,800
Total current liabilities		641,958
Deferred Underwriting Commissions		9,660,000
Total liabilities		10,301,958
Class A ordinary shares subject to possible redemption		262,999,840
Additional paid-in capital		5,034,187
Accumulated deficit		(35,005)
Total shareholders' equity (deficit)		5,000,002
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit		$ 278,301,800
Shares of Class A ordinary shares subject to possible redemption		26,299,984
Shares of Class A non-redeemable ordinary share		1,300,016
Amendment No.1 Adjustment
Condensed Balance Sheets
Derivative warrant liabilities		$ 12,850,000
Total liabilities		12,850,000
Class A ordinary shares subject to possible redemption		(12,850,000)
Additional paid-in capital		476,998
Accumulated deficit		(477,127)
Total shareholders' equity (deficit)		$ 0
Shares of Class A ordinary shares subject to possible redemption		(1,285,000)
Shares of Class A non-redeemable ordinary share		1,285,000
Amendment No. 2 Adjustment
Condensed Balance Sheets
Class A ordinary shares subject to possible redemption		$ 25,850,160
Additional paid-in capital		(5,511,185)
Accumulated deficit		(20,338,716)
Total shareholders' equity (deficit)		$ (25,850,160)
Shares of Class A ordinary shares subject to possible redemption		2,585,016
Shares of Class A non-redeemable ordinary share		(2,585,016)
Class A Common Stock \| As Reported
Condensed Balance Sheets
Common Stock, Value, Issued		$ 130
Class A Common Stock \| Amendment No.1 Adjustment
Condensed Balance Sheets
Common Stock, Value, Issued		129
Class A Common Stock \| Amendment No. 2 Adjustment
Condensed Balance Sheets
Common Stock, Value, Issued		(259)
Class A Common Stock Subject to Redemption
Condensed Balance Sheets
Class A ordinary shares subject to possible redemption	$ 276,000,000
Shares of Class A ordinary shares subject to possible redemption	27,600,000
Shares of Class A non-redeemable ordinary share	27,600,000			0
Class B Common Stock
Condensed Balance Sheets
Common Stock, Value, Issued	$ 690	690		$ 690
Shares of Class A ordinary shares subject to possible redemption			6,900,000
Shares of Class A non-redeemable ordinary share	6,900,000		6,900,000	6,900,000	6,900,000
Class B Common Stock \| As Reported
Condensed Balance Sheets
Common Stock, Value, Issued		$ 690

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Denominator:
Basic weighted average ordinary shares outstanding		26,768,219
Class A Common Stock
Numerator:
Allocation of net income - basic		$ 2,263,953
Allocation of net income - diluted		$ 2,262,130
Denominator:
Basic weighted average ordinary shares outstanding	0	26,768,219
Diluted weighted average ordinary shares outstanding		26,768,219
Basic net income per ordinary share		$ 0.08
Diluted net income per ordinary share		$ 0.08
Class B Common Stock
Numerator:
Allocation of net income - basic	$ (28,005)	$ 581,282
Allocation of net income - diluted	$ (28,005)	$ 583,105
Denominator:
Basic weighted average ordinary shares outstanding	4,400,000	6,872,877
Diluted weighted average ordinary shares outstanding	6,000,000	6,900,000
Basic net income per ordinary share	$ (0.01)	$ 0.08
Diluted net income per ordinary share	$ 0	$ 0.08

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Jan. 12, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds received from initial public offering, gross		$ 276,000,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units issued	27,600,000
Price per share	$ 10	100
Proceeds received from initial public offering, gross	$ 276,000,000
Deferred offering costs.	15,800,000
Deferred underwriting commission	$ 9,700,000
Number of shares in a unit	1
Number of warrants in a unit	0.33
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering. \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Price per share		$ 10
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	3,600,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jan. 12, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds received from private placement	$ 7,800,000	$ 7,770,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to issued		5,180,000
Price of warrants		$ 1.50
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Threshold period for not to transfer, assign or sell any warrants, after the completion of the initial business combination		30 days
Private Placement. \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to issued	5,180,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jan. 12, 2021shares	Jan. 07, 2021shares	Dec. 04, 2020shares	Oct. 16, 2020USD ($)shares	Dec. 31, 2020USD ($)shares	Dec. 31, 2021D$ / sharesshares	Sep. 30, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $					$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares outstanding		6,900,000			6,900,000	6,900,000	6,900,000
Shares subject to forfeiture		900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Number of shares issued				5,750,000
Number of shares transferred			140,000
Common shares, shares outstanding		6,900,000
Shares subject to forfeiture		900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Restrictions on transfer period of time after business combination completion						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares						$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D						20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D						30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days
Over-allotment option \| Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	900,000
Over-allotment option \| Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture	900,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Oct. 15, 2021	Oct. 05, 2021	Oct. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2021	Oct. 13, 2020
Related Party Transaction [Line Items]
Reimbursement based on receipts submitted	$ 10,000
Reimbursement subject to adjustment in accordance with the terms of the agreement	12,650
One-time payment	125,849
Prepayments of administrative services incurred and expensed						$ 176,960
Payment on behalf of sponsor to administrative services arrangement						141,019
Gain on issuance of working capital warrants						$ 166,590
Class A Common Stock
Related Party Transaction [Line Items]
Common shares, par value, (per share)						$ 0.0001
Working capital loans warrant
Related Party Transaction [Line Items]
Loan conversion agreement warrant						$ 1,500,000
Price of warrant						$ 1.50
Working capital warrants				$ 0	$ 0	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 300,000
Amount borrowed			$ 141,000
Conversion of principal balance	277,649
Working capital warrants	185,099
Fair value of working capital warrants	111,059
Gain on issuance of working capital warrants	$ 166,590
Working capital warrants		185,099
Promissory Note with Related Party \| Class A Common Stock
Related Party Transaction [Line Items]
Price of warrant	$ 1.50
Common shares, par value, (per share)	$ 0.0001

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 12, 2021	Dec. 31, 2021
Granted term	45 days
Underwriting discount per unit		$ 0.20
Underwriter discount		$ 5.5
Deferred fee per unit		$ 0.35
Deferred underwriting commissions.		$ 9.7
Over-allotment option
Number of units issued	3,600,000

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES (Details)	12 Months Ended
DERIVATIVE WARRANT LIABILITIES (Details)	Dec. 31, 2021item$ / sharesshares
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	185,099
Consecutive trading days \| item	10
Warrants
Class of Warrant or Right [Line Items]
Shares issuable per warrant \| shares	0.361
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,180,000
Exercise price of warrants	$ 11.50
Threshold period for not to transfer, assign or sell any warrants, after the completion of the initial business combination	30 days
Shares issuable per warrant \| shares	1
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	9,200,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Threshold period for filling registration statement after business combination	20 days
Period of time within which registration statement is expected to become effective	60 days
Exercise price of warrants	$ 11.50
Public Warrants expiration term	5 years
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60
Threshold trading days determining volume weighted average price	10 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants \| item	20
Threshold consecutive trading days for redemption of public warrants \| item	30
Redemption period	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jan. 12, 2021	Dec. 31, 2020
Redeemable Noncontrolling Interest [Line Items]
Temporary equity, shares outstanding	27,600,000	27,600,000	0
Number of votes per share	one
Class A ordinary shares subject to possible redemption	$ 276,000,000	$ 276,000,000
Class A Common Stock
Redeemable Noncontrolling Interest [Line Items]
Temporary Equity, Shares Authorized	350,000,000
Temporary Equity, Par or Stated Value Per Share	$ 0.0001
Number of votes per share	one
Class A Common Stock Subject to Redemption
Redeemable Noncontrolling Interest [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001
Temporary equity, shares outstanding	27,600,000
Gross proceeds	$ 276,000,000
Amount allocated to Public Warrants	(8,188,000)
Class A ordinary shares issuance costs	(15,338,050)
Accretion of carrying value to redemption value	23,526,050
Class A ordinary shares subject to possible redemption	$ 276,000,000

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) - $ / shares	Jan. 07, 2021	Dec. 31, 2021	Jan. 12, 2021	Dec. 31, 2020	Oct. 16, 2020	Sep. 30, 2020
Class of Stock [Line Items]
Number of votes per share		one
Aggregated shares issued upon converted basis (in percent)		20.00%
Class B common stock subject to possible redemption, outstanding (in shares)		27,600,000	27,600,000	0
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		350,000,000
Ordinary shares, par value		$ 0.0001
Number of votes per share		one
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)		27,600,000		27,600,000
Common shares, shares outstanding (in shares)		27,600,000		0
Class B common stock subject to possible redemption, outstanding (in shares)		27,600,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		150,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)		6,900,000		6,900,000	5,750,000	6,900,000
Common shares, shares outstanding (in shares)	6,900,000	6,900,000		6,900,000		6,900,000
Shares subject to forfeiture	900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Class B common stock subject to possible redemption, outstanding (in shares)	6,900,000
Class B Common Stock \| Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture			900,000
Common stock subject to redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)		27,600,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2021	Jan. 12, 2021
Derivative warrant liabilities:
Derivative warrant liabilities	$ 8,593,408	$ 12,850,000
Level 1 \| Public Warrants
Derivative warrant liabilities:
Derivative warrant liabilities	5,428,000
Level 1 \| U.S. Treasury Securities
Assets:
Investments held in Trust Account	276,026,243
Level 2
Derivative warrant liabilities:
Derivative warrant liabilities	109,208
Level 2 \| Private Placement Warrants
Derivative warrant liabilities:
Derivative warrant liabilities	$ 3,056,200

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Derivative Warrant Liabilities (Details) - Level 3	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants	$ 12,850,000
Transfer of Public Warrants to Level 1	(8,188,000)
Change in fair value of derivative warrant liabilities	414,100
Transfer of Private Placement Warrants to Level 2	$ (5,076,400)

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2021USD ($)
FAIR VALUE MEASUREMENTS
Gain recognized due to decrease in fair value of liabilities	$ 4,367,651