Queen's Gambit Growth Capital (GMBT) 10-K30 Mar 222021 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	Queen’s Gambit Growth Capital
Entity Central Index Key	0001836190
Entity File Number	001-39908
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1571453
Entity Address, Address Line One	55 Hudson Yards
Entity Address, Address Line Two	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	917
Local Phone Number	907-4618
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 326.7
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Security Exchange Name	NASDAQ
Trading Symbol	GMBTU
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Trading Symbol	GMBT
Entity Common Stock, Shares Outstanding		34,500,000
Warrants
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 per share
Security Exchange Name	NASDAQ
Trading Symbol	GMBTW
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 674,711
Due from related party	25,848
Prepaid expenses	520,270
Total current assets	1,220,829
Deferred offering costs		$ 280,543
Investments held in Trust Account	345,092,122
Total Assets	346,312,951	280,543
Current liabilities:
Accounts payable	789,005	10,000
Accrued expenses	7,430,257	189,513
Note payable - related party		67,543
Total current liabilities	8,219,262	267,056
Deferred underwriting commissions	9,996,000
Derivative warrant liabilities	33,813,310
Total liabilities	52,028,572	267,056
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively	345,000,000
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital		24,137
Accumulated deficit	(50,716,484)	(11,513)
Total shareholders' equity (deficit)	(50,715,621)	13,487
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	346,312,951	280,543
Class A Ordinary Shares
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively	345,000,000
Class B Ordinary Shares
Shareholders' Equity (Deficit)
Ordinary shares	$ 863	$ 863

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, authorized	5,000,000	5,000,000
Preference shares, issued	0	0
Preference shares, outstanding	0	0
Class A Ordinary Shares
Temporary equity shares, par value	$ 0.0001	$ 0.0001
Temporary equity shares subject to possible redemptions	34,500,000	0
Temporary equity shares, redemption price per share	$ 10	$ 10
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class B Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	1 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
General and administrative expenses	$ 11,513	$ 9,537,064
General and administrative expense - related party		200,000
Loss from operations	(11,513)	(9,737,064)
Change in fair value of derivative warrant liabilities		(8,856,310)
Financing costs - derivative warrant liabilities		(488,173)
Loss on issuance of private placement warrants		(6,052,000)
Interest Income		136
Income from investments held in the Trust Account		92,122
Net loss	(11,513)	(25,041,289)
Class A Ordinary Shares
Net loss		$ (19,822,579)
Weighted average shares outstanding		32,515,068
Basic and diluted net loss per ordinary share		$ (0.61)
Class B Ordinary Shares
Net loss	$ (11,513)	$ (5,218,710)
Weighted average shares outstanding	7,500,000	8,560,274
Basic and diluted net loss per ordinary share	$ 0	$ (0.61)

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Class A Ordinary Shares	Class A Ordinary Shares	Class B Ordinary Shares	Common StockClass A Ordinary Shares	Common StockClass B Ordinary Shares	Additional Paid-in Capital	Additional Paid-in CapitalClass A Ordinary Shares	Accumulated Deficit	Accumulated DeficitClass A Ordinary Shares
Beginning balance at Dec. 08, 2020	$ 0				$ 0	$ 0	$ 0		$ 0
Beginning balance, shares at Dec. 08, 2020					0	0
Issuance of Class B ordinary shares to Sponsor	25,000					$ 863	24,137
Issuance of Class B ordinary shares to Sponsor, shares						8,625,000
Net loss	(11,513)			$ (11,513)					(11,513)
Ending balance at Dec. 31, 2020	13,487					$ 863	$ 24,137		(11,513)
Ending balance, shares at Dec. 31, 2020						8,625,000
Accretion of Class A ordinary shares subject to possible redemption amount		$ (25,687,819)						$ (24,137)		$ (25,663,682)
Net loss	(25,041,289)		$ (19,822,579)	$ (5,218,710)					(25,041,289)
Ending balance at Dec. 31, 2021	$ (50,715,621)					$ 863			$ (50,716,484)
Ending balance, shares at Dec. 31, 2021						8,625,000

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	1 Months Ended	12 Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (11,513)	$ (25,041,289)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under note payable		209
Change in the fair value of derivative liabilities		8,856,310
Loss on issuance of private placement warrants		6,052,000
Due from related party		(25,848)
Income from investments held in the Trust Account		(92,122)
Financing cost - derivative warrant liabilities		488,173
Changes in operating assets and liabilities:
Prepaid expenses		(520,270)
Accounts payable		826,005
Accrued expenses	11,513	7,311,744
Net cash used in operating activities		(2,145,088)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(90,786)
Proceeds received from initial public offering, gross		345,000,000
Proceeds received from private placement		8,900,000
Offering costs paid		(5,989,415)
Net cash provided by financing activities		347,819,799
Net change in cash		674,711
Cash - end of the period		674,711
Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accounts payable	10,000
Offering costs included in accrued expenses	178,000	70,000
Offering costs paid by related party under promissory note	67,543	23,034
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor	$ 25,000
Deferred underwriting commissions		$ 9,996,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Queen’s Gambit Growth Capital (the “Company” or “SPAC”) was incorporated as a Cayman Islands exempted company on December 9, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from , 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering . The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end The Company’s sponsor is Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $16.2 million, of which approximately $10.0 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 5,933,333 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 $8.9 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 that invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5 ) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 22, 2023, (the “Combination Period”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 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 or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered 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. Proposed Business Combination On July 28, 2021, SPAC, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Swvl (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”), and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which, among other things, (a) in accordance with the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”), SPAC will merge with and into Cayman Merger Sub (the “SPAC Merger”), with Cayman Merger Sub surviving the SPAC Merger (Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger, is sometimes referred to herein as, and from and after the SPAC Merger shall mean, the “SPAC Surviving Company”) and becoming the sole owner of all of the issued and outstanding shares of $1.00 par value per share of BVI Merger Sub (each, a “BVI Merger Sub Common Share”), (b) concurrently with the consummation of the SPAC Merger, and subject to the BVI Business Companies Act, 2004 (as amended, the “BVI Companies Act”), Holdings will redeem each Class A ordinary share, par value $0.0001, of Holdings (each, a “Holdings Common Share A”) and each Class B ordinary share, par value $0.0001, of Holdings (each, a “Holdings Common Share B”) issued and outstanding immediately prior to the SPAC Merger for par value (the “Holdings Redemption”), (c) following the SPAC Merger and subject to the Cayman Companies Act and the BVI Companies Act, the SPAC Surviving Company will distribute all of the issued and outstanding BVI Merger Sub Common Shares to Holdings (the “BVI Merger Sub Distribution”), (d) following the BVI Merger Sub Distribution, in accordance with the BVI Companies Act, BVI Merger Sub will merge with and into Swvl (the “Swvl Merger”, and together with the SPAC Merger, the “Mergers”), with Swvl surviving the Swvl Merger as a wholly owned subsidiary of Holdings (Swvl, in its capacity as the surviving company of the Swvl Merger, is sometimes referred to herein as, and from and after the Swvl Merger shall mean, the “Surviving Subsidiary Company”). The transactions contemplated in the Business Combination Agreement, together with the other transactions related thereto, are referred to herein as the “Proposed Transaction.” References herein to “SPAC” shall refer to Queen’s Gambit Growth Capital for all periods prior to completion of the SPAC Merger and to the SPAC Surviving Company for all periods after completion of the SPAC Merger. At the effective time of the SPAC Merger (the “SPAC Merger Effective Time”) a) by virtue of the SPAC Merger and without any action on the part of SPAC, Cayman Merger Sub, BVI Merger Sub, the Company, Holdings or the holders of any of the following securities: i. each ordinary share of Cayman Merger Sub, par value $1.00 per share, issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically converted into one share of the SPAC Surviving Company, which will constitute the only outstanding shares of the SPAC Surviving Company; ii. each Class A ordinary share of SPAC issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; and iii. each Class B ordinary share of SPAC, will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B; b) each fraction of or whole warrant to purchase SPAC Class A Ordinary Shares (each, a “SPAC Warrant”) issued, outstanding and unexercised immediately prior to the SPAC Merger Effective Time will be automatically assumed and converted into a fraction or whole warrant, as the case may be, to acquire (in the case of a whole warrant) one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former warrants of SPAC (each such resulting warrant, a “Holdings Warrant”); and c) without duplication of the foregoing, each unit of SPAC, comprised of one SPAC Class A Ordinary Share and one-third one-third In connection with the Proposed Transaction, we filed our registration statement on Form F-4 (File No. 333-259800) definitive prospectus/proxy statement on Form DEF 14A Business Combination Agreement Amendments On January 31, 2022, the Company, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub arch 3, 2022, the Company, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”), pursuant to which, subject to the terms and conditions therein, the parties thereto extended the Outside Date (as defined in the Business Combination Agreement) to May 31, 2022. Forward Purchase Agreement and FPA Termination Agreement On November 15, 2021, the Company and ACM ARRT VII B, LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with respect to the Company’s Class A ordinary shares and the Class A ordinary shares, par value $0.0001, of Holdings, (“Holdings Common Shares A”) into which such Class A ordinary shares of the Company were to be converted in the Proposed Transactions. The Forward Purchase Agreement was subsequently terminated pursuant to that certain Termination Agreement dated and effective as of January 30, 2022 (“FPA Termination Agreement”), whereby the parties agreed that no further payments or deliveries are due by either party in respect of the Forward Purchase transaction (whether in cash, shares or otherwise) and agreed to release each other from any and all liabilities arising from, related to or in connection with the Forward Purchase Agreement, including with respect to Seller’s redemption rights. As a result of the termination of the Forward Purchase Agreement and pursuant to that FPA Termination Agreement, the Forward Purchase Agreement is of no further force and effect. Subscription Agreement and Subscription Termination Agreement On November 15, 2021, the Company, Swvl, and Holdings, entered into a subscription agreement (the “Subscription Agreement”), with an investor affiliated with the Seller (the “Subscriber”), pursuant to which the Subscriber agreed to purchase, and Holdings agreed to sell to the Subscriber, an aggregate of 200,000 newly issued Holdings Common Shares A for a purchase price of $10.00 per share and an aggregate purchase price of $2,000,000, in a private placement. The Subscription Agreement was entered into separately from and independently of the prior subscription agreements entered into by and between the Company, Swvl, Holdings, and a number of investors on July 28, 2021. On January 30, 2022, the Company, Swvl, Holdings, and the Subscriber entered into an agreement to terminate the Subscription Agreement (the “Subscription Termination Agreement”) effective as of such date. As a result of the termination of the Subscription Agreement pursuant to the Subscription Termination Agreement, the Subscription Agreement is of no further force and effect. PIPE Subscription Agreements In connection with the execution of the Business Combination Agreement, SPAC, Holdings and, in some cases, the Company entered into subscription agreements (collectively, the “ PIPE Subscription Agreements PIPE Investors Acquired Shares Private Placement PIPE Subscription Amount The closing of the sale of the Acquired Shares pursuant to the PIPE Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. Notwithstanding the foregoing, certain of the PIPE Investors have preliminarily agreed to pre-fund the Company with up to $35 million of the aggregate PIPE Subscription Amount by purchasing exchangeable notes from the Company prior to the Closing (the “ Company Exchangeable Notes The Proposed Transaction is subject to customary closing conditions and is further described in the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2021. The Business Combination Agreement and the form of PIPE Subscription Agreement are included with the Current Report on Form 8-K filing and the 8-K filed with the SEC on November 15, 2021. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $675,000 its operating bank account and working capital deficit of approximately $7.0 million.

Restatement of Previously Repor

Restatement of Previously Reported Financial Statement	12 Months Ended
Restatement of Previously Reported Financial Statement	Dec. 31, 2021
Accounting Changes And Error Corrections [Abstract]
Restatement of Previously Reported Financial Statement	Note 2 — Restatement of Previously Reported Financial Statement In preparation of the Company’s financial statements for the year ended December 31, 2021, the Company concluded it should restate its previously issued audited balance sheet as of January 22, 2021 as reported in the Company’s Form 8-K for the audited balance sheet as of January 22, 2021 (“Post-IPO Balance Sheet”) to classify all Class A ordinary shares subject to redemption in temporary equity and to classify its outstanding warrants as liabilities In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Additionally, the Company reevaluated the accounting treatment of (i) the 11,500,000 warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 5,933,333 Private Placement Warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the “Warrants”). The Company previously classified the Warrants in shareholders’ equity. In further consideration of the guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statement that contained the error, reported in the Company’s Form 8-K for the audited balance sheet as of January 22, 2021. Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding Warrants as liabilities . As such, the Company is reporting the restatements to the Post-IPO Balance Sheet in this annual report. The previously presented Post-IPO Balance Sheet should no longer be relied upon. The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 2,495,700 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption and reclassification of approximately $25.0 million of Warrants as liabilities as presented below: As of January 22, 2021 ` As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 348,214,800 $ - $ 348,214,800 Liabilities, Class A ordinary shares subject to redemption and shareholders' equity Total current liabilities $ 489,478 $ - $ 489,478 Deferred underwriting commissions 9,996,000 - 9,996,000 Derivative warrant liabilities - 24,957,000 24,957,000 Total liabilities 10,485,478 24,957,000 35,442,478 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 332,729,320 12,270,680 345,000,000 Shareholders' equity Preferred stock - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 123 (123 ) - Class B ordinary shares - $0.0001 par value 863 - 863 Additional paid-in-capital 5,037,397 (5,037,397 ) - Accumulated deficit (38,381 ) (32,190,160 ) (32,228,541 ) Total shareholders' equity 5,000,002 (37,227,680 ) (32,227,678 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity $ 348,214,800 $ - $ 348,214,800 Shares of Class A ordinary shares subject to redemption 33,272,932 1,227,068 34,500,000 Shares of Class A non-redeemable ordinary shares 1,227,068 (1,227,068 ) -

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	Note 3—Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation and Principles of Consolidation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these consolidated 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 consolidated financial statements. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. As of December 31, 2021 and 2020, there were no cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value of Financial Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured by their listed trading price. The initial and subsequent fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model. 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 consisted of legal, accounting, underwriting fees 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 consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost-derivative warrant liabilities in the consolidated statements of operations and $15.7 million were charged against the carrying value of Class A ordinary shares. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of 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 the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated 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 FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes , 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) 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 and the Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share inclusion would be anti-dilutive is share The following tables reflects presents a reconciliation of the numerator and denominator used to compute for each class of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ (19,822,579 ) $ (5,218,710 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 32,515,068 8,560,274 Basic and diluted net loss per ordinary share $ (0.61 ) $ (0.61 ) For the Period from December 9, 2020 (inception) Through December 31, 2020 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ - $ (11,513 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 7,500,000 Basic and diluted net loss per ordinary share $ - $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued 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 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 4—Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $16.2 million, of which approximately $10.0 million was for deferred underwriting commissions. Affiliates of Agility Public Warehousing Company K.S.C.P. (“Agility”), related parties, and Luxor Capital Group, LP (“Luxor”) purchased 5,940,000 Units offered in the Initial Public Offering (“Affiliated Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Founder Shares On December 9, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering expenses on behalf of the Company in exchange for the issuance of 6,468,750 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On January 13, 2021 and January 19, 2021, the Company effected a share capitalization of 1,437,500 and 718,750 Class B ordinary shares, respectively, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 22, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the 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, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,933,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On December 9, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. As of December 31, 2020, there was an outstanding balance of approximately $68,000. The Company borrowed approximately $91,000 under the Note and repaid the Note in full on January 28, 2021. Subsequent to the repayment, the facility was no longer available to the Company. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $ 1.50 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Company’s securities were first listed on the , the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company would cease paying these monthly fees. On June 21, 2021, the Company entered into an amended letter agreement (the “Amended Administrative Support Agreement”), by and between the Company and the Sponsor, to confirm the agreement of the Company and the Sponsor that, to the extent requested by the Company, the Sponsor shall make available to the Company certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company, and, upon the Sponsor’s request and provision of documentation evidencing the reasonable amounts incurred to provide such office space or support, the Company shall reimburse the Sponsor for such amounts in cash, provided that such reimbursement shall not exceed $240,000 in the aggregate. As of December 31, 2021 and 2020, the Company incurred $200,000 and $0 for administrative support, respectively. Due from Related Party As of December 31, 2021, we had $26,000 due from an affiliate of our Sponsor related to the Company’s payment of invoices for shared vendors.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
Commitments & Contingencies	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6—Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 Over-Allotment Units, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 22, 2021, the underwriters fully exercised its over-allotment option. The underwriters did not receive any underwriting discounts or commissions on the Affiliated Units. With respect to the remaining Units offered in the Initial Public Offering, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these 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 [Abstract]
Derivative Warrant Liabilities	Note 7—Derivative Warrant Liabilities The Company issued 11,500,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 5,933,333 Private Placement Warrants. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00 Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00 In addition, once the warrants become exercisable, the Company may call the warrants for redemption: • 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 the Class A ordinary shares; • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) on the trading day before the Company sends the notice of redemption to the warrant holders; and The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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
Temporary Equity Disclosure [Abstract]
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 34,500,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,005,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (15,682,819 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 25,687,819 Class A ordinary shares subject to possible redemption $ 345,000,000

Shareholders' Equity

Shareholders' Equity	12 Months Ended
Shareholders' Equity	Dec. 31, 2021
Equity [Abstract]
Shareholders' Equity	Note 9—Shareholders’ Equity Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 and 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there was 34,500,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets (see Note 8). As of December 31, 2020, there were no non-redeemable Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. As of December 31, 2020, 8,625,000 Class B ordinary shares were issued and outstanding, which reflected the share capitalizations as discussed in Note 5 and Note 10. Of the 8,625,000 Class B ordinary shares issued and outstanding, up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (see Note 5). On January 22, 2021, the underwriters fully exercised the over-allotment option; thus, these 1,125,000 Class B ordinary shares were no longer subject to forfeiture. As a result, as of December 31, 2021 and 2020, there were 8,625,000 Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including 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, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - Mutual Funds $ 345,092,122 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 7,362,560 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 26,450,750 There were no assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 . 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 as the Public Warrants were separately listed and traded in March 2021. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2021 Level 1 assets include investments in mutual funds that The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Public Warrants have been measured based on the listed market price of such warrants, a Level 1 measurement. The fair value of the Private Warrants was initially and subsequently estimated using a Modified Black-Scholes Model. For the year ended December 31, 2021, the Company recognized a net loss of $8.9 the change statements The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs and inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a Monte Carlo simulation model and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ` As of January 22, 2021 As of December 31, 2021 Volatility 15%, 34% 55.6% Stock price $9.71 $9.90 Years to expected Business Combination 6.5 0.53 Risk-free rate 0.69% 1.27% Dividend yield 0.0% 0.0% The change in the fair value of derivative warrant liabilities, measured with Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Level 3 -Derivative Warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 24,957,000 Transfer of Public Warrants out of Level 3 to Level 1 (10,005,000 ) Change in fair value of derivative warrant liabilities - Level 3 11,498,750 Derivative Warrant liabilities at December 31, 2021 - Level 3 26,450,750

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this review, other than disclosed in Note 1 with respect to the Proposed Transaction and related agreement, the Company did not identify any other the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements which have not previously been disclosed within the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of these consolidated 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 consolidated financial statements. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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. As of December 31, 2021 and 2020, there were no cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	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”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value of Financial Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured by their listed trading price. The initial and subsequent fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model. 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 consisted of legal, accounting, underwriting fees 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 consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $0.5 million is included in financing cost-derivative warrant liabilities in the consolidated statements of operations and $15.7 million were charged against the carrying value of Class A ordinary shares.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of 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 the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 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 Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated 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 FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes , 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) 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 and the Private Placement to purchase an aggregate of 17,433,333 Class A ordinary shares in the calculation of diluted income per share inclusion would be anti-dilutive is share The following tables reflects presents a reconciliation of the numerator and denominator used to compute for each class of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ (19,822,579 ) $ (5,218,710 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 32,515,068 8,560,274 Basic and diluted net loss per ordinary share $ (0.61 ) $ (0.61 ) For the Period from December 9, 2020 (inception) Through December 31, 2020 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ - $ (11,513 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 7,500,000 Basic and diluted net loss per ordinary share $ - $ (0.00 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued 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 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Restatement of Previously Rep_2

Restatement of Previously Reported Financial Statement (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Changes And Error Corrections [Abstract]
Summary of Impact of Restatement	The impact of the restatement to the Post-IPO Balance Sheet is the reclassification of 2,495,700 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption and reclassification of approximately $25.0 million of Warrants as liabilities as presented below: As of January 22, 2021 ` As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 348,214,800 $ - $ 348,214,800 Liabilities, Class A ordinary shares subject to redemption and shareholders' equity Total current liabilities $ 489,478 $ - $ 489,478 Deferred underwriting commissions 9,996,000 - 9,996,000 Derivative warrant liabilities - 24,957,000 24,957,000 Total liabilities 10,485,478 24,957,000 35,442,478 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 332,729,320 12,270,680 345,000,000 Shareholders' equity Preferred stock - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 123 (123 ) - Class B ordinary shares - $0.0001 par value 863 - 863 Additional paid-in-capital 5,037,397 (5,037,397 ) - Accumulated deficit (38,381 ) (32,190,160 ) (32,228,541 ) Total shareholders' equity 5,000,002 (37,227,680 ) (32,227,678 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity $ 348,214,800 $ - $ 348,214,800 Shares of Class A ordinary shares subject to redemption 33,272,932 1,227,068 34,500,000 Shares of Class A non-redeemable ordinary shares 1,227,068 (1,227,068 ) -

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share	The following tables reflects presents a reconciliation of the numerator and denominator used to compute for each class of ordinary shares: For the Year Ended December 31, 2021 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ (19,822,579 ) $ (5,218,710 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 32,515,068 8,560,274 Basic and diluted net loss per ordinary share $ (0.61 ) $ (0.61 ) For the Period from December 9, 2020 (inception) Through December 31, 2020 Class A Class B Net loss per ordinary share: Numerator: Allocation of net loss $ - $ (11,513 ) Denominator: Basic and diluted weighted average ordinary shares outstanding - 7,500,000 Basic and diluted net loss per ordinary share $ - $ (0.00 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Summary of Class A Ordinary Shares Subject to Possible Redemption Reflected on Condensed Consolidated Balance Sheets	The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,005,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (15,682,819 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 25,687,819 Class A ordinary shares subject to possible redemption $ 345,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - Mutual Funds $ 345,092,122 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 7,362,560 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 26,450,750
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Measurement Dates	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ` As of January 22, 2021 As of December 31, 2021 Volatility 15%, 34% 55.6% Stock price $9.71 $9.90 Years to expected Business Combination 6.5 0.53 Risk-free rate 0.69% 1.27% Dividend yield 0.0% 0.0%
Schedule of Change in Fair Value of Derivative Warrant Liabilities Measured with Level 3 Inputs	The change in the fair value of derivative warrant liabilities, measured with Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Level 3 -Derivative Warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 24,957,000 Transfer of Public Warrants out of Level 3 to Level 1 (10,005,000 ) Change in fair value of derivative warrant liabilities - Level 3 11,498,750 Derivative Warrant liabilities at December 31, 2021 - Level 3 26,450,750

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($)	Jan. 30, 2022	Nov. 15, 2021	Jul. 28, 2021	Jan. 23, 2021	Jan. 22, 2021	Dec. 31, 2020	Dec. 31, 2021	Jan. 19, 2021	Jan. 13, 2021	Dec. 09, 2020
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Gross proceeds from units issued					$ 345,000,000
Offering costs					16,200,000
Deferred underwriting commissions					$ 10,000,000	$ 280,543
Initial offering period, description							The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated its Initial Public Offering
Warrants price per unit							$ 1.50
Initial business combination fair market value minimum percentage of assets held in trust account							80.00%
Business acquisition percentage of voting interests required							50.00%
Minimum tangible assets required for business combination							$ 5,000,001
Percentage of shares restricted from redemption							20.00%
Percentage of public shares redemption in event of non occurrence of business combination							100.00%
Business combination closing period							24 months
Business combination closing date							Jan. 22, 2023
Business combination non occurrence winding up period description							not more than ten business days thereafter
Interest amount to pay dissolution expenses							$ 100,000
Public shares redemption distribution per share							$ 10
Aggregate purchase price						25,000
Issuance of Class B ordinary shares to Sponsor						$ 25,000
Operating bank account							$ 674,711
Working capital deficit							$ 7,000,000
Maximum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Pre fund amount for purchase of exchangeable notes			$ 35,000,000
Cayman Merger Sub
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Warrants issued			1
Cayman Merger Sub \| Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrant comprised of each unit			0.333
Cayman Merger Sub \| Holdings Warrant
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrant comprised of each unit			0.333
Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued						0	0
Ordinary shares, par value					$ 0.0001	$ 0.0001	$ 0.0001
Conversion of stock			1
Class A Ordinary Shares \| Warrants \| Minimum [Member]
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Per unit							$ 10
Class A Ordinary Shares \| Swvl Inc.
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Ordinary shares, par value			$ 0.0001
Class A Ordinary Shares \| Cayman Merger Sub
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued			1
Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Ordinary shares, par value			$ 1
Conversion of stock			1
Ordinary Shares \| Swvl Inc.
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Ordinary shares, par value			$ 1
Class B Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued						8,625,000	8,625,000	718,750	1,437,500	6,468,750
Ordinary shares, par value					$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001
Conversion of stock			1
Class B Ordinary Shares \| Swvl Inc.
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Ordinary shares, par value			$ 0.0001
Holdings Common Share A
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Exchange price of exchangeable notes			$ 8.50
Holdings Common Share A \| Cayman Merger Sub
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued			1
Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued					34,500,000		34,500,000
Per unit					$ 10
Offering costs					$ 16,200,000
Initial Public Offering \| Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued					34,500,000
Over-Allotment Units
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued					4,500,000
Per unit					$ 10		$ 10
Deferred underwriting commissions					$ 10,000,000
Private Placement Warrant
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Warrants issued				5,933,333
Warrants price per unit				$ 1.50
Proceeds from issuance of warrants				$ 8,900,000
Forward Purchase Agreements \| Subsequent Event
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Further payments to related parties	$ 0
Forward Purchase Agreements \| Holdings Common Share A
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Ordinary shares, par value		$ 0.0001
Subscription Agreement \| Holdings Common Share A
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued		200,000
Per unit		$ 10
Aggregate purchase price		$ 2,000,000
Issuance of Class B ordinary shares to Sponsor		$ 2,000,000
PIPE Subscription Agreements \| Holdings Common Share A
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Units issued			10,000,000
Per unit			$ 10
Aggregate purchase price			$ 100,000,000
Issuance of Class B ordinary shares to Sponsor			$ 100,000,000

Restatement of Previously Rep_3

Restatement of Previously Reported Financial Statement - Additional Information (Details) - USD ($)	Jan. 22, 2021	Dec. 31, 2021
Restatement Of Previously Reported Financial Statement [Line Items]
Maximum tangible assets net would impact if public shares redeemed		$ 5,000,001
Public Warrants		11,500,000
Class A Ordinary Shares
Restatement Of Previously Reported Financial Statement [Line Items]
Reclassification of permanent equity to temporary equity shares	2,495,700
Warrants liabilities	$ 25,000,000
Private Placement Warrant
Restatement Of Previously Reported Financial Statement [Line Items]
Public Warrants		$ 5,933,333

Restatement of Previously Rep_4

Restatement of Previously Reported Financial Statement - Summary of Impact of Restatement (Details) - USD ($)	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020	Dec. 08, 2020
Restatement Of Previously Reported Financial Statement [Line Items]
Total assets	$ 346,312,951	$ 348,214,800	$ 280,543
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit):
Total current liabilities	8,219,262	489,478	267,056
Deferred underwriting commissions	9,996,000	9,996,000
Derivative warrant liabilities	33,813,310	24,957,000
Total liabilities	52,028,572	35,442,478	267,056
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively	345,000,000	345,000,000
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital			24,137
Accumulated deficit	(50,716,484)	(32,228,541)	(11,513)
Total shareholders' equity	(50,715,621)	(32,227,678)	13,487	$ 0
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity	346,312,951	348,214,800	$ 280,543
As Previously Reported
Restatement Of Previously Reported Financial Statement [Line Items]
Total assets		348,214,800
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit):
Total current liabilities		489,478
Deferred underwriting commissions		9,996,000
Total liabilities		10,485,478
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively		332,729,320
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital		5,037,397
Accumulated deficit		(38,381)
Total shareholders' equity		5,000,002
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity		348,214,800
Restatement Adjustment
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit):
Derivative warrant liabilities		24,957,000
Total liabilities		24,957,000
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively		12,270,680
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020
Additional paid-in capital		(5,037,397)
Accumulated deficit		(32,190,160)
Total shareholders' equity		$ (37,227,680)
Class A Ordinary Shares
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit):
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares and 0 shares at a $10.00 per share redemption value for December 31, 2021 and 2020, respectively	$ 345,000,000
Shareholders' Equity (Deficit)
Shares of Class A ordinary shares subject to redemption	34,500,000	34,500,000	0
Class A Ordinary Shares \| As Previously Reported
Shareholders' Equity (Deficit)
Ordinary shares		$ 123
Shares of Class A ordinary shares subject to redemption		33,272,932
Shares of Class A non-redeemable ordinary shares		1,227,068
Class A Ordinary Shares \| Restatement Adjustment
Shareholders' Equity (Deficit)
Ordinary shares		$ (123)
Shares of Class A ordinary shares subject to redemption		1,227,068
Shares of Class A non-redeemable ordinary shares		(1,227,068)
Class B Ordinary Shares
Shareholders' Equity (Deficit)
Ordinary shares	$ 863	$ 863	$ 863
Class B Ordinary Shares \| As Previously Reported
Shareholders' Equity (Deficit)
Ordinary shares		$ 863

Restatement of Previously Rep_5

Restatement of Previously Reported Financial Statement - Summary of Impact of Restatement (Parenthetical) (Details) - $ / shares	Dec. 31, 2021	Jan. 22, 2021	Dec. 31, 2020	Dec. 09, 2020
Restatement Of Previously Reported Financial Statement [Line Items]
Preference shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Class A Ordinary Shares
Restatement Of Previously Reported Financial Statement [Line Items]
Temporary equity shares, par value	0.0001	0.0001	0.0001
Ordinary shares, par value	0.0001	0.0001	0.0001
Class B Ordinary Shares
Restatement Of Previously Reported Financial Statement [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation - Additional Information (Details) - USD ($)	Jan. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Cash equivalents		$ 0	$ 0
Federal Deposit Insurance Corporation Coverage limit		250,000	250,000
Financing cost - derivative warrant liabilities		488,173
Unrecognized tax benefits		0	0
Unrecognized tax benefits, income tax penalties and interest accrued		$ 0	$ 0
ASU 2020-06
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Change in accounting principle, accounting standards update, adoption date		Jan. 1, 2021
Change in accounting principle, accounting standards update, adopted [true false]		true
Change in accounting principle, accounting standards update, immaterial effect [true false]		true
Class A Ordinary Shares
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		17,433,333
Initial Public Offering
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Financing cost - derivative warrant liabilities		$ 500,000
Offering costs		$ 15,700,000
Units issued	34,500,000	34,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Allocation of net loss	$ (11,513)	$ (25,041,289)
Class A Ordinary Shares
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Allocation of net loss		$ (19,822,579)
Basic and diluted weighted average ordinary shares outstanding		32,515,068
Basic and diluted net loss per ordinary share		$ (0.61)
Class B Ordinary Shares
Summary Of Significant Accounting Policies And Basis Of Presentation [Line Items]
Allocation of net loss	$ (11,513)	$ (5,218,710)
Basic and diluted weighted average ordinary shares outstanding	7,500,000	8,560,274
Basic and diluted net loss per ordinary share	$ 0	$ (0.61)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Jan. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsidiary Sale Of Stock [Line Items]
Proceeds received from initial public offering, gross	$ 345,000,000	$ 345,000,000
Offering costs incurred	16,200,000
Deferred offering costs	$ 10,000,000		$ 280,543
Units description		Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-third of one redeemable warrant (each, a “Public Warrant”).
Warrants exercise price		$ 11.50
Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Proceeds received from initial public offering, gross		$ 345,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Public Warrant \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares each warrant entitled to purchase	1
Warrants exercise price	$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Units issued	34,500,000	34,500,000
Units issued, price per share	$ 10
Offering costs incurred	$ 16,200,000
Initial Public Offering \| Agility Public Warehousing Company K.S.C.P. (Agility) and Luxor Capital Group, LP
Subsidiary Sale Of Stock [Line Items]
Units issued	5,940,000
Over-Allotment Units
Subsidiary Sale Of Stock [Line Items]
Units issued	4,500,000
Units issued, price per share	$ 10	$ 10
Deferred offering costs	$ 10,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jun. 21, 2021	Jan. 22, 2021	Dec. 31, 2021	Jan. 21, 2021	Jan. 19, 2021	Jan. 13, 2021	Dec. 31, 2020	Dec. 09, 2020
Related Party Transaction [Line Items]
Amount received from sponsor								$ 25,000
Related party receivable per share								$ 0.004
Founder shares threshold description			The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the 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, the Founder Shares will be released from the lockup
Founder shares release from lockup description			if the closing price of the 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, the Founder Shares will be released from the lockup
Warrants price per unit			$ 1.50
Warrants exercise price			$ 11.50
Private placement warrants holding period after completion of initial business combination			30 days
Loan from sponsor			$ 0					$ 300,000
Borrowed from related party		$ 91,000
Note repaid date			Jan. 28, 2021
Note outstanding balance							$ 67,543
Convertible Debt			$ 1,500,000
Working capital from related party			0					$ 300,000
Related party cost			10,000
Maximum reimbursement to sponsor	$ 240,000
Related party cost incurred for administrative support			0				$ 0
Due from an affiliates			$ 26,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, issued			8,625,000		718,750	1,437,500	8,625,000	6,468,750
Ordinary shares, par value		$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Ordinary shares, outstanding			8,625,000				8,625,000
Percentage of issued and outstanding shares after initial public offering			20.00%
Class B Ordinary Shares \| Maximum
Related Party Transaction [Line Items]
Ordinary shares subject to forfeiture if overallotment option unexercised				1,125,000
Private Placement Warrant
Related Party Transaction [Line Items]
Warrants issued		5,933,333
Warrants price per unit		$ 1.50
Proceeds from issuance of warrants		$ 8,900,000
Warrants exercise price		$ 11.50

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Details)	Jan. 22, 2021USD ($)$ / shares	Dec. 31, 2021Demandshares	Dec. 31, 2020USD ($)
Commitments And Contingencies [Line Items]
Maximum number of demands, excluding short form demands entitled to holders \| Demand		3
Deferred underwriting commissions	$ 10,000,000		$ 280,543
Over-Allotment
Commitments And Contingencies [Line Items]
Underwriters option exercise period		45 days
Number of units issuable in transaction \| shares		4,500,000
Underwriting discount per unit \| $ / shares	$ 0.20
Underwriting discount	$ 5,700,000
Deferred underwriting commissions per unit \| $ / shares	$ 0.35
Deferred underwriting commissions	$ 10,000,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Jan. 22, 2021
Derivative Warrant Liabilities [Line Items]
Warrants exercise price	$ 11.50
Warrants expiration	5 years
Percentage of exercise price of warrants adjusted to higher of market value and newly issued price	115.00%
Share redemption trigger price adjusted	$ 18
Percentage of share redemption trigger price adjusted to higher of market value and newly issued price	180.00%
Share redemption trigger price	$ 10
Warrants
Derivative Warrant Liabilities [Line Items]
Warrant redemption description	Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00
Warrants redemption price per share	$ 0.10
Minimum period of notice for redemption of warrants	30 days
Public Warrant
Derivative Warrant Liabilities [Line Items]
Warrant redemption description	Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00
Warrants redemption price per share	$ 0.01
Minimum period of notice for redemption of warrants	30 days
Number of trading day	20 days
Warrants redemption trading period	30 days
Class A Ordinary Shares
Derivative Warrant Liabilities [Line Items]
Trading day period	10 days
Class A Ordinary Shares \| Public Warrant
Derivative Warrant Liabilities [Line Items]
Warrants exercise price		$ 11.50
Class A Ordinary Shares \| Maximum
Derivative Warrant Liabilities [Line Items]
Effective issue price related to business combination	$ 9.20
Weighted average trading price	$ 9.20
Class A Ordinary Shares \| Minimum [Member]
Derivative Warrant Liabilities [Line Items]
Percentage of gross proceeds from issuance of common stock of equity proceeds plus interest	60.00%
Redemption feature per warrant	$ 0.361
Class A Ordinary Shares \| Minimum [Member] \| Warrants
Derivative Warrant Liabilities [Line Items]
Units issued, price per share	10
Class A Ordinary Shares \| Minimum [Member] \| Public Warrant
Derivative Warrant Liabilities [Line Items]
Units issued, price per share	$ 18
Initial Public Offering
Derivative Warrant Liabilities [Line Items]
Units issued, price per share		$ 10
Initial Public Offering \| Class A Ordinary Shares
Derivative Warrant Liabilities [Line Items]
Class of warrants issued	11,500,000
Private Placement Warrant \| Class A Ordinary Shares
Derivative Warrant Liabilities [Line Items]
Class of warrants issued	5,933,333

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Ordinary Shares	12 Months Ended
	Dec. 31, 2021Vote$ / sharesshares	Jan. 22, 2021$ / shares	Dec. 31, 2020$ / shares
Temporary Equity [Line Items]
Temporary equity, shares authorized	350,000,000
Temporary equity shares, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of vote entitled for each share \| Vote	1
Temporary equity, shares outstanding	34,500,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Subject to Possible Redemption Reflected on Condensed Consolidated Balance Sheets (Details) - USD ($)	Jan. 22, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 345,000,000	$ 345,000,000
Class A ordinary shares subject to possible redemption	$ 345,000,000	345,000,000
Class A Ordinary Shares
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		345,000,000
Fair value of Public Warrants at issuance		(10,005,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,682,819)
Accretion on Class A ordinary shares subject to possible redemption amount		25,687,819
Class A ordinary shares subject to possible redemption		$ 345,000,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Details)	12 Months Ended
Shareholders' Equity - Additional Information (Details)	Dec. 31, 2021Vote$ / sharesshares	Jan. 22, 2021$ / sharesshares	Jan. 19, 2021shares	Jan. 13, 2021shares	Dec. 31, 2020$ / sharesshares	Dec. 09, 2020$ / sharesshares
Class Of Stock [Line Items]
Preference shares, authorized	5,000,000				5,000,000
Preference shares, par value per share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001
Preference shares outstanding	0				0
Preference shares, issued	0				0
Class A Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized	500,000,000				500,000,000
Ordinary shares, par value per share \| $ / shares	$ 0.0001	0.0001			$ 0.0001
Ordinary shares issued					0
Ordinary shares outstanding					0
Temporary equity shares issued subject to possible redemption	34,500,000
Temporary equity shares outstanding subject to possible redemption	34,500,000
Number of vote entitled for each share \| Vote	1
Ordinary shares, issued	0				0
Ordinary shares, outstanding	0				0
Class B Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized	50,000,000				50,000,000
Ordinary shares, par value per share \| $ / shares	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001
Number of vote entitled for each share \| Vote	1
Ordinary shares, issued	8,625,000		718,750	1,437,500	8,625,000	6,468,750
Ordinary shares, outstanding	8,625,000				8,625,000
Initial shareholders own percentage of issued and outstanding ordinary shares	20.00%
Stock conversion, number of shares converted	1
Class B Ordinary Shares \| Maximum
Class Of Stock [Line Items]
Shares subject to forfeiture	1,125,000	1,125,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring	Dec. 31, 2021USD ($)
Quoted Prices in Active Markets (Level1) \| U.S. Treasury Securities
Assets:
Investments held in Trust Account - Mutual Funds	$ 345,092,122
Quoted Prices in Active Markets (Level1) \| Derivative Warrant Liabilities - Public Warrants
Liabilities:
Liabilities,fair value of disclosure	7,362,560
Significant Other Unobservable Inputs (Level 3) \| Derivative Warrant Liabilities - Private Warrants
Liabilities:
Liabilities,fair value of disclosure	$ 26,450,750

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	12 Months Ended
Fair Value Measurements - Additional Information (Details)	Dec. 31, 2021USD ($)	Jan. 22, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Other transfers between Levels 1, 2, and 3	$ 0
Change in the fair value of derivative liabilities	8,856,310
Significant Other Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Change in the fair value of derivative liabilities	$ 11,498,750
Significant Other Unobservable Inputs (Level 3) \| Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	0	0
Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Change in the fair value of derivative liabilities	$ 8,900,000

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs at Measurement Dates (Details) - Significant Other Unobservable Inputs (Level 3)	Jan. 22, 2021	Dec. 31, 2021
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input		55.6
Volatility \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	15
Volatility \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	34
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	9.71	9.90
Years to expected Business Combination
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	6 years 6 months	6 months 10 days
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	0.69	1.27
Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative investment, measurement input	0	0

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Change in Fair Value of Derivative Warrant Liabilities Measured with Level 3 Inputs (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Change in the fair value of derivative liabilities	$ 8,856,310
Significant Other Unobservable Inputs (Level 3)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Issuance of Public and Private Warrants	24,957,000
Transfer of Public Warrants out of Level 3 to Level 1	(10,005,000)
Change in the fair value of derivative liabilities	11,498,750
Derivative Warrant liabilities, ending balance	$ 26,450,750