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ITHAX Acquisition (ITHX)

Document and Entity Information

Document and Entity Information - shares9 Months Ended
Sep. 30, 2021Nov. 19, 2021
Document Information [Line Items]
Document Type10-Q
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateSep. 30,
2021
Entity File Number001-39943
Entity Registrant NameITHAX ACQUISITION CORP.
Entity Incorporation, State or Country CodeE9
Entity Tax Identification Number00-0000000
Entity Address, Address Line One555 Madison Avenue
Entity Address, City or TownNew York
Entity Address State Or ProvinceNY
Entity Address, Postal Zip Code10022
City Area Code212
Local Phone Number792-0253
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity Shell Companytrue
Entity Central Index Key0001828852
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ3
Amendment Flagfalse
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one Class A ordinary share, par value $0.001 per share, and one-half of one Redeemable Warrant
Trading SymbolITHXU
Security Exchange NameNASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) SecurityClass A ordinary share, par value $0.001 per share, included as part of the units
Trading SymbolITHX
Security Exchange NameNASDAQ
Entity Common Stock, Shares Outstanding24,825,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) SecurityRedeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units
Trading SymbolITHXW
Security Exchange NameNASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding6,037,500

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Sep. 30, 2021Dec. 31, 2020
Current assets
Cash $ 644,529 $ 1,000
Prepaid expenses110,431
Total Current Assets754,960 1,000
Deferred offering costs80,631
Cash and marketable securities held in Trust Account241,565,323
TOTAL ASSETS242,320,283 81,631
Current liabilities
Accrued expenses71,923
Accrued offering costs17,966 17,966
Promissory note - related party43,556
Total Current Liabilities89,889 61,522
Deferred underwriting fees payable9,082,500
Warrant liabilities8,071,500
TOTAL LIABILITIES17,243,889 61,522
Commitments
Shareholders' (Deficit) Equity
Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital18,962
Accumulated deficit(16,495,642)(4,891)
Total Shareholders' (Deficit) Equity(16,488,929)20,109
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY242,320,283 81,631
Class A Common Stock Subject to Redemption
Current liabilities
Class A ordinary shares subject to possible redemption; 24,150,000 and no shares at redemption value as of September 30, 2021 and December 31, 2020, respectively241,565,323
Class A Common Stock Not Subject to Redemption
Shareholders' (Deficit) Equity
Common stock675
Class B Common Stock
Shareholders' (Deficit) Equity
Common stock $ 6,038 $ 6,038

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / sharesSep. 30, 2021Dec. 31, 2020
Preferred stock, par value, (per share) $ 0.001 $ 0.001
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, shares issued0 0
Preferred stock, shares outstanding0 0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding24,150,000 0
Class A Common Stock Not Subject to Redemption
Common shares, par value, (per share) $ 0.001 $ 0.001
Common shares, shares authorized100,000,000 100,000,000
Common shares, shares issued675,000 0
Common shares, shares outstanding675,000 0
Class B Common Stock
Common shares, par value, (per share) $ 0.001 $ 0.001
Common shares, shares authorized10,000,000 10,000,000
Common shares, shares issued6,037,500 6,037,500
Common shares, shares outstanding6,037,500 6,037,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2021
Formation and operational costs $ 249,132 $ 506,093
Loss from operations(249,132)(506,093)
Other income (expense):
Interest earned on marketable securities held in Trust Account25,100 74,214
Unrealized loss on marketable securities held in Trust Account(9,840)(8,891)
Transaction costs allocated to warrant liabilities(675,351)
Change in fair value of warrant liabilities372,375 3,351,375
Other income, net387,635 2,741,347
Net income $ 138,503 $ 2,235,254
Class A Common Stock Subject to Redemption
Other income (expense):
Weighted average number of shares outstanding, basic24,150,000 21,329,562
Weighted average number of shares outstanding, diluted24,150,000 21,329,562
Basic net income per ordinary share $ 0 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.08
Class A and Class B non-redeemable ordinary shares
Other income (expense):
Weighted average number of shares outstanding, basic6,712,500 6,541,697
Weighted average number of shares outstanding, diluted6,712,500 6,541,697
Basic net income per ordinary share $ 0 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.08

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)Class A Common StockCommon StockClass A Common Stock Subject to RedemptionCommon StockClass A Common Stock Subject to RedemptionClass B Common StockCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Subsequent measurement of Class A ordinary shares to redemption amount, (restated - see Note 2) (in shares)0
Balance at the beginning at Dec. 31, 2020 $ 6,038 $ 18,962 $ (4,891) $ 20,109
Balance at the beginning (in shares) at Dec. 31, 20206,037,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs $ 675 6,435,891 0 6,436,566
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares)675,000
Subsequent measurement of Class A ordinary shares to redemption amount, (restated - see Note 2)(6,454,853)(18,700,607)(25,155,460)
Net income0 131,394 131,394
Balance at the end at Mar. 31, 2021 $ 675 $ 6,038 0 (18,574,104)(18,567,391)
Balance at the end (in shares) at Mar. 31, 2021675,000 6,037,500
Balance at the beginning at Dec. 31, 2020 $ 6,038 18,962 (4,891)20,109
Balance at the beginning (in shares) at Dec. 31, 20206,037,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income2,235,254
Balance at the end at Sep. 30, 2021 $ 675 $ 6,038 0 (16,495,642)(16,488,929)
Balance at the end (in shares) at Sep. 30, 2021675,000 6,037,500
Balance at the beginning at Mar. 31, 2021 $ 675 $ 6,038 0 (18,574,104)(18,567,391)
Balance at the beginning (in shares) at Mar. 31, 2021675,000 6,037,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Subsequent measurement of Class A ordinary shares to redemption amount, (restated - see Note 2)0 (10,138)(10,138)
Net income0 1,965,357 1,965,357
Balance at the end at Jun. 30, 2021 $ 675 $ 6,038 0 (16,618,885)(16,612,172)
Balance at the end (in shares) at Jun. 30, 2021675,000 6,037,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Subsequent measurement of Class A ordinary shares to redemption amount, (restated - see Note 2)0 (15,260)(15,260)
Net income0 138,503 138,503
Balance at the end at Sep. 30, 2021 $ 675 $ 6,038 $ 0 $ (16,495,642) $ (16,488,929)
Balance at the end (in shares) at Sep. 30, 2021675,000 6,037,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Subsequent measurement of Class A ordinary shares to redemption amount, (restated - see Note 2) (in shares)(24,150,000)(24,150,000)

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - sharesSep. 30, 2021Mar. 31, 2021
Private Placement | Private Placement Warrants
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares)675,000 675,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS9 Months Ended
Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income $ 2,235,254
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities(3,351,375)
Transaction costs allocated to warrant liabilities675,351
Interest earned on marketable securities held in Trust Account(74,214)
Unrealized loss on marketable securities held in Trust Account8,891
Changes in operating assets and liabilities:
Prepaid expenses(110,431)
Accrued expenses71,923
Accrued offering costs(15,000)
Net cash used in operating activities(559,601)
Cash Flows from Investing Activities:
Investment of cash into Trust Account(241,500,000)
Net cash used in investing activities(241,500,000)
Cash Flows from Financing Activities
Proceeds from initial public offering, net of underwriting discounts paid236,250,000
Proceeds from sale of Private Placement Units6,750,000
Proceeds from promissory note - related party44,708
Repayment of promissory note - related party(88,264)
Payment of offering costs(253,314)
Net cash provided by financing activities242,703,130
Net Change in Cash643,529
Cash - Beginning of period1,000
Cash - End of period644,529
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs17,966
Initial classification of Class A ordinary share subject to possible redemption241,500,000
Change in value of Class A ordinary share subject to possible redemption65,323
Deferred underwriting fee payable9,082,500
Initial classification of warrant liabilities $ 11,422,875

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS9 Months Ended
Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ITHAX Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 2, 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 (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). The registration statement for the Company’s Initial Public Offering became effective on January 27, 2021. On February 1, 2021, the Company consummated the Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,150,000 Units, at $10.00 per Unit, generating gross proceeds of $241,500,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 675,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to ITHAX Acquisition Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $6,750,000, which is described in Note 5. Transaction costs amounted to $14,681,445, consisting of $5,250,000 of underwriting fees, $9,082,500 of deferred underwriting fees and $348,945 of other offering costs. Following the closing of the Initial Public Offering on February 1, 2021, an amount of $241,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in 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 Units, 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 an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and interest income earned on the Trust Account to pay taxes) at the time of the agreement to enter into the initial Business Combination. 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 issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. 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 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, 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 applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 6), Private Placement Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination by February 1, 2023 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The Company will have until February 1, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s officers or directors acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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 the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had cash of $644,529 not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business for one year from this filing. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS9 Months Ended
Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTSNOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A ordinary shares and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities operating The impact of the restatement on the Company’s historical financial statements is reflected in the following tables. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 1, 2021 ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Class A ordinary shares ​ $ 3,108 ​ $ (2,433) ​ $ 675 Additional paid-in capital ​ $ 5,671,100 ​ $ (5,671,100) ​ $ — Accumulated deficit ​ $ (680,242) ​ $ (18,660,682) ​ $ (19,340,924) Total Shareholders’ Equity (Deficit) ​ $ 5,000,004 ​ $ (24,334,215) ​ $ (19,334,211) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 217,972,530 ​ $ 23,567,395 ​ $ 241,539,925 Class A ordinary shares ​ $ 3,028 ​ $ (2,353) ​ $ 675 Additional paid-in capital ​ $ 4,864,435 ​ $ (4,864,435) ​ $ — Retained Earnings (accumulated deficit) ​ $ 126,503 ​ $ (18,700,607) ​ $ (18,574,104) Total Shareholders’ Equity (Deficit) ​ $ 5,000,004 ​ $ (23,567,395) ​ $ (18,567,391) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 219,937,890 ​ $ 21,612,173 ​ $ 241,550,063 Class A ordinary shares ​ $ 2,831 ​ $ (2,156) ​ $ 675 Additional paid-in capital ​ $ 2,899,272 ​ $ (2,899,272) ​ $ — Retained Earnings (accumulated deficit) ​ $ 2,091,860 ​ $ (18,710,745) ​ $ (16,618,885) Total Shareholders’ Equity (Deficit) ​ $ 5,000,001 ​ $ (21,612,173) ​ $ (16,612,172) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,716,916 ​ (615,353) ​ 15,563 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.01 ​ $ 0.01 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 7,760,487 ​ $ (1,567,987) ​ 6,192,500 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.01 ​ $ — ​ $ 0.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,797,253 ​ 2,352,747 ​ 24,150,000 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.06 ​ $ 0.06 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 9,065,247 ​ $ (2,352,747) ​ 6,712,500 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.22 ​ $ (0.16) ​ $ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,765,850 ​ (1,885,463) ​ 19,880,387 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.08 ​ $ 0.08 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 8,416,580 ​ $ (1,962,644) ​ 6,453,936 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.24 ​ $ (0.16) ​ $ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ (217,972,530) ​ $ 217,972,530 ​ $ — Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants and offering costs ​ $ 216,384,465 ​ $ (216,384,465) ​ $ — Subsequent measurement of Class A ordinary shares to redemption amount ​ $ — ​ $ (25,155,460) ​ $ (25,155,460) Total shareholders’ equity (deficit) ​ $ 5,000,004 ​ $ (23,567,395) ​ $ (18,567,391) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended June 30, 2021 (unaudited) Reported Adjustment As Restated Change in value of Class A ordinary shares subject to redemption ​ $ (1,965,360) ​ $ 1,965,360 ​ $ — Subsequent measurement of Class A ordinary shares subject to redemption amount ​ $ — ​ $ (10,138) ​ $ (10,138) Total shareholders’ equity (deficit) ​ $ 5,000,001 ​ $ (21,612,173) ​ $ (16,612,172) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Cash Flows for the Three Months Ended March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-Cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Change in value of Class A ordinary shares subject to possible redemption ​ $ 806,745 ​ $ (766,820) ​ $ 39,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-Cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Change in value of Class A ordinary shares subject to possible redemption ​ $ 2,772,105 ​ $ (2,722,042) ​ $ 50,063 ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 27, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 5, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities when the warrants are not pubically traded. Such estimates may be subject to change as more current information becomes available and 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. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 241,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (11,109,000) Class A ordinary shares issuance costs ​ (14,006,094) Plus: ​ ​ ​ Subsequent measurement of carrying value to redemption value ​ 25,180,417 ​ ​ ​ ​ Class A ordinary shares subject to possible redemption – September 30, 2021 ​ $ 241,565,323 ​ Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Accordingly, offering costs totaling $14,681,445 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $348,945 other offering expenses) have been 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 of $675,351 have been expensed and presented as non-operating expenses in the statement of operations and offering costs of $14,006,094 associated with the Class A ordinary shares and Private Placement Unites were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and are reameasured at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per ordinary share. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ordinary shares ​ Non-Redeemable ​ Class A ordinary shares Non-redeemable ​ ​ subject to possible ​ Class A and Class B ​ subject to possible Class A and Class B ​ ​ redemption ordinary shares redemption ordinary shares Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 108,379 ​ $ 30,124 ​ $ 1,710,615 ​ $ 524,639 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 24,150,000 ​ ​ 6,712,500 ​ ​ 21,329,562 ​ ​ 6,541,697 Basic and diluted net income per ordinary share ​ $ 0.00 ​ $ 0.00 ​ $ 0.08 ​ $ 0.08 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

PUBLIC OFFERING

PUBLIC OFFERING9 Months Ended
Sep. 30, 2021
PUBLIC OFFERING
PUBLIC OFFERINGNOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one contingently 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 9).

PRIVATE PLACEMENT

PRIVATE PLACEMENT9 Months Ended
Sep. 30, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENTNOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 675,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,750,000, in a private placement. The Sponsor purchased 465,000 Private Placement Units and Cantor purchased 210,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share” or, collectively, “Private Placement Shares”) and one-half of one contingently redeemable warrant (each, a “Private Placement Warrant ”, together with the Public Warrants the “Warrants”). Each whole Private Placement Warrant is exercisable to purchase one non-redeemable Class A ordinary share at a price of $11.50 per share. The Private Placement Shares are classified in permanent equity as they are non-redeemable. A portion of the proceeds from the Private Placement Units were 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 proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS9 Months Ended
Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONSNOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of the Company’s Class B ordinary shares (the “Founder Shares”). On October 16, 2020, the Sponsor transferred 20,000 of the Founder Shares to members of the management team. On January 27, 2021, the Company effectuated a stock dividend of 0.2 shares for each share outstanding, resulting in an aggregate of 6,037,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 787,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Founder Shares equal, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 787,500 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing January 27, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial, and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $80,000 in fees for these services, respectively, which are included in the accompanying condensed statements of operations. Promissory Note — Related Party On October 6, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The then outstanding balance under the Promissory Note of $88,264 was repaid at the closing of the Initial Public Offering on February 1, 2021. Borrowings are no longer available under the Promissory Note. Related Party 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. Such warrants would be identical to the Private Placement Unis. 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. Through September 30, 2021, the Company has not borrowed any amounts under the Working Capital Loans.

COMMITMENTS

COMMITMENTS9 Months Ended
Sep. 30, 2021
COMMITMENTS
COMMITMENTSNOTE 7. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on January 27, 2021, the holders of the Founder Shares (and any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register the offer and sale of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register the resale of such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 21,000,000 Units sold in the Initial Public Offering, or $7,350,000, and (ii) 6% of the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $1,732,500. 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.

SHAREHOLDERS EQUITY

SHAREHOLDERS EQUITY9 Months Ended
Sep. 30, 2021
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITYNOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares outstanding outstanding Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, and Private Placement Shares and any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

WARRANTS

WARRANTS9 Months Ended
Sep. 30, 2021
WARRANTS.
WARRANTSNOTE 9. WARRANTS As of September 30, 2021, there were 12,075,000 Public Warrants and 337,500 Private Placement Warrants outstanding. As of December 31, 2020, there were no Public Warrants and Private Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 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. The exercise price and number of Class A 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. However, except as described below, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 its 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater 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 Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTSNOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level 2021 Assets: ​ Marketable securities held in Trust Account 1 ​ $ 241,565,323 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ Warrant Liability – Public Warrants ​ 1 ​ $ 7,848,750 Warrant Liability – Private Placement Warrants 3 ​ $ 222,750 ​ The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Private Placement Warrants were valued using the Black-Scholes option pricing model. The Black Scholes model is a theoretical extension of binomial option pricing theory, in that consideration of discrete probabilities and option payoff outcomes are divided into smaller and smaller intervals. At the limit, the binomial process converges to the Black-Scholes formula, which indicates that a call option value is equal to the security price times a probability, minus the present value of the exercise times a probability. The probabilities are given by the cumulative normal distribution. The Public Warrants were initially valued using a Monte Carlo Model. The Monte Carlo method is an analysis method designed to determine the value of variables such as the expected value of the Warrants as of the valuation date. This value is fundamentally uncertain, and it is determined by what statisticians call estimators. The model estimates the value of the Public Warrants after 100,000 trials based on the Company’s ordinary share price at the end of the Public Warrants’ expected life. The price estimates are based on a probability distribution of the price of the Company’s ordinary shares under a risk-neutral premise. For periods subsequent to the detachment of the Public Warrants from the Units, which occured on March 22, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the Nasdaq Stock Market LLC as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The inputs used in the Black-Scholes model for Private Placement Units and the Monte Carlo Model for Public Units is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 1, 2021 ​ ​ ​ ​ ​ ​ (Initial Measurement) ​ September 30, 2021 ​ ​ Public ​ Private ​ Private Input Warrants Warrants Warrants ​ Ordinary Share Price ​ $ 9.55 ​ ​ 9.55 ​ $ 9.75 ​ Exercise Price ​ $ 11.50 ​ ​ 11.50 ​ $ 11.50 ​ Expected Life (in years) ​ ​ 5 ​ ​ 5 ​ ​ 5.26 ​ Risk Free Interest Rate ​ ​ 0.49 % ​ 0.49 % ​ 1.1 % Volatility ​ ​ 19.00 % ​ 19.00 % ​ 12.0 % Dividend Yield ​ ​ 0.00 % ​ 0.00 % ​ 0.00 % Redemption Trigger (20 of 30 trading days) ​ $ 18.00 ​ ​ N/A ​ ​ N/A ​ ​ The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 1, 2021 ​ 313,875 ​ 11,109,000 ​ 11,422,875 Change in fair value ​ (91,125) ​ (2,898,000) ​ (2,989,125) Transfers to Level 1 ​ ​ — ​ ​ (8,211,000) ​ ​ (8,211,000) Fair value as of September 30, 2021 ​ $ 222,750 ​ $ — ​ $ 222,750 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was approximately $8.2 million. There were no transfers to/from Levels 1 2 3 September

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS9 Months Ended
Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTSNOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of PresentationBasis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 27, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 5, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities when the warrants are not pubically traded. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Cash and Marketable Securities Held in Trust AccountCash and Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. Unrealized gains and losses on marketable securities held in Trust Account are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Ordinary Shares Subject to Possible RedemptionClass 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 241,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (11,109,000) Class A ordinary shares issuance costs ​ (14,006,094) Plus: ​ ​ ​ Subsequent measurement of carrying value to redemption value ​ 25,180,417 ​ ​ ​ ​ Class A ordinary shares subject to possible redemption – September 30, 2021 ​ $ 241,565,323 ​
Offering CostsOffering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Accordingly, offering costs totaling $14,681,445 (consisting of $5,250,000 in underwriters’ discount, $9,082,500 in deferred underwriters’ discount, and $348,945 other offering expenses) have been 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 of $675,351 have been expensed and presented as non-operating expenses in the statement of operations and offering costs of $14,006,094 associated with the Class A ordinary shares and Private Placement Unites were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering.
Warrant LiabilitiesWarrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and are reameasured at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Income TaxesIncome Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net Income (Loss) per Ordinary ShareNet Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per ordinary share. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 12,412,500 Class A ordinary shares in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ordinary shares ​ Non-Redeemable ​ Class A ordinary shares Non-redeemable ​ ​ subject to possible ​ Class A and Class B ​ subject to possible Class A and Class B ​ ​ redemption ordinary shares redemption ordinary shares Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 108,379 ​ $ 30,124 ​ $ 1,710,615 ​ $ 524,639 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 24,150,000 ​ ​ 6,712,500 ​ ​ 21,329,562 ​ ​ 6,541,697 Basic and diluted net income per ordinary share ​ $ 0.00 ​ $ 0.00 ​ $ 0.08 ​ $ 0.08
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).
Recent Accounting StandardsRecent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No.2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”(“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)9 Months Ended
Sep. 30, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Summarize the impact of the restatement on the Company's historical financial statements​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Balance Sheet as of February 1, 2021 ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Class A ordinary shares ​ $ 3,108 ​ $ (2,433) ​ $ 675 Additional paid-in capital ​ $ 5,671,100 ​ $ (5,671,100) ​ $ — Accumulated deficit ​ $ (680,242) ​ $ (18,660,682) ​ $ (19,340,924) Total Shareholders’ Equity (Deficit) ​ $ 5,000,004 ​ $ (24,334,215) ​ $ (19,334,211) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Balance Sheet as of March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 217,972,530 ​ $ 23,567,395 ​ $ 241,539,925 Class A ordinary shares ​ $ 3,028 ​ $ (2,353) ​ $ 675 Additional paid-in capital ​ $ 4,864,435 ​ $ (4,864,435) ​ $ — Retained Earnings (accumulated deficit) ​ $ 126,503 ​ $ (18,700,607) ​ $ (18,574,104) Total Shareholders’ Equity (Deficit) ​ $ 5,000,004 ​ $ (23,567,395) ​ $ (18,567,391) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Balance Sheet as of June 30, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ 219,937,890 ​ $ 21,612,173 ​ $ 241,550,063 Class A ordinary shares ​ $ 2,831 ​ $ (2,156) ​ $ 675 Additional paid-in capital ​ $ 2,899,272 ​ $ (2,899,272) ​ $ — Retained Earnings (accumulated deficit) ​ $ 2,091,860 ​ $ (18,710,745) ​ $ (16,618,885) Total Shareholders’ Equity (Deficit) ​ $ 5,000,001 ​ $ (21,612,173) ​ $ (16,612,172) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,716,916 ​ (615,353) ​ 15,563 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.01 ​ $ 0.01 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 7,760,487 ​ $ (1,567,987) ​ 6,192,500 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.01 ​ $ — ​ $ 0.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,797,253 ​ 2,352,747 ​ 24,150,000 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.06 ​ $ 0.06 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 9,065,247 ​ $ (2,352,747) ​ 6,712,500 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.22 ​ $ (0.16) ​ $ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares ​ 21,765,850 ​ (1,885,463) ​ 19,880,387 Basic and diluted net income per share, Class A redeemable ordinary shares ​ $ — ​ $ 0.08 ​ $ 0.08 Basic and diluted weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares ​ 8,416,580 ​ $ (1,962,644) ​ 6,453,936 Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares ​ $ 0.24 ​ $ (0.16) ​ $ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2021 (unaudited) ​ Reported ​ Adjustment ​ As Restated Class A ordinary shares subject to possible redemption ​ $ (217,972,530) ​ $ 217,972,530 ​ $ — Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants and offering costs ​ $ 216,384,465 ​ $ (216,384,465) ​ $ — Subsequent measurement of Class A ordinary shares to redemption amount ​ $ — ​ $ (25,155,460) ​ $ (25,155,460) Total shareholders’ equity (deficit) ​ $ 5,000,004 ​ $ (23,567,395) ​ $ (18,567,391) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ ​ Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended June 30, 2021 (unaudited) Reported Adjustment As Restated Change in value of Class A ordinary shares subject to redemption ​ $ (1,965,360) ​ $ 1,965,360 ​ $ — Subsequent measurement of Class A ordinary shares subject to redemption amount ​ $ — ​ $ (10,138) ​ $ (10,138) Total shareholders’ equity (deficit) ​ $ 5,000,001 ​ $ (21,612,173) ​ $ (16,612,172) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Cash Flows for the Three Months Ended March 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-Cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Change in value of Class A ordinary shares subject to possible redemption ​ $ 806,745 ​ $ (766,820) ​ $ 39,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ ​ ​ ​ Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Reported ​ Adjustment ​ As Restated Non-Cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial classification of Class A ordinary shares subject to possible redemption ​ $ 217,165,785 ​ $ 24,334,215 ​ $ 241,500,000 Change in value of Class A ordinary shares subject to possible redemption ​ $ 2,772,105 ​ $ (2,722,042) ​ $ 50,063

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)9 Months Ended
Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of company's financial statements​ ​ ​ ​ ​ Gross proceeds $ 241,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (11,109,000) Class A ordinary shares issuance costs ​ (14,006,094) Plus: ​ ​ ​ Subsequent measurement of carrying value to redemption value ​ 25,180,417 ​ ​ ​ ​ Class A ordinary shares subject to possible redemption – September 30, 2021 ​ $ 241,565,323
Reconciliation of Net Loss per Common ShareThe following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, 2021 ​ September 30, 2021 ​ ​ Class A ordinary shares ​ Non-Redeemable ​ Class A ordinary shares Non-redeemable ​ ​ subject to possible ​ Class A and Class B ​ subject to possible Class A and Class B ​ ​ redemption ordinary shares redemption ordinary shares Basic and diluted net income per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income, as adjusted ​ $ 108,379 ​ $ 30,124 ​ $ 1,710,615 ​ $ 524,639 Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 24,150,000 ​ ​ 6,712,500 ​ ​ 21,329,562 ​ ​ 6,541,697 Basic and diluted net income per ordinary share ​ $ 0.00 ​ $ 0.00 ​ $ 0.08 ​ $ 0.08

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)9 Months Ended
Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, Description Level 2021 Assets: ​ Marketable securities held in Trust Account 1 ​ $ 241,565,323 ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ Warrant Liability – Public Warrants ​ 1 ​ $ 7,848,750 Warrant Liability – Private Placement Warrants 3 ​ $ 222,750
Schedule of significant inputs to the Monte Carlo Simulation for the fair value​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 1, 2021 ​ ​ ​ ​ ​ ​ (Initial Measurement) ​ September 30, 2021 ​ ​ Public ​ Private ​ Private Input Warrants Warrants Warrants ​ Ordinary Share Price ​ $ 9.55 ​ ​ 9.55 ​ $ 9.75 ​ Exercise Price ​ $ 11.50 ​ ​ 11.50 ​ $ 11.50 ​ Expected Life (in years) ​ ​ 5 ​ ​ 5 ​ ​ 5.26 ​ Risk Free Interest Rate ​ ​ 0.49 % ​ 0.49 % ​ 1.1 % Volatility ​ ​ 19.00 % ​ 19.00 % ​ 12.0 % Dividend Yield ​ ​ 0.00 % ​ 0.00 % ​ 0.00 % Redemption Trigger (20 of 30 trading days) ​ $ 18.00 ​ ​ N/A ​ ​ N/A ​
Schedule of changes in the fair value of warrant liabilities​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 1, 2021 ​ 313,875 ​ 11,109,000 ​ 11,422,875 Change in fair value ​ (91,125) ​ (2,898,000) ​ (2,989,125) Transfers to Level 1 ​ ​ — ​ ​ (8,211,000) ​ ​ (8,211,000) Fair value as of September 30, 2021 ​ $ 222,750 ​ $ — ​ $ 222,750

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)Feb. 01, 2021USD ($)$ / sharessharesOct. 02, 2020Sep. 30, 2021USD ($)$ / sharessharesMar. 31, 2021shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Units $ 6,750,000
Transaction Costs $ 14,681,445
Underwriting fees5,250,000
Deferred underwriting fees payable9,082,500 9,082,500
Other offering costs $ 348,945
Condition for future business combination number of businesses minimum1
Payments for investment of cash in Trust Account $ 241,500,000
Condition for future business combination use of proceeds percentage80
Condition for future business combination threshold Percentage Ownership50
Condition for future business combination threshold Net Tangible Assets $ 5,000,001
Redemption limit percentage without prior consent15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)100.00%
Redemption period upon closure10 days
Maximum Allowed Dissolution Expenses $ 100,000
Cash available for working capital644,529
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | shares24,150,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares24,150,000
Purchase price, per unit | $ / shares $ 10
Proceeds from issuance initial public offering $ 241,500,000
Deferred underwriting fees payable $ 7,350,000
Payments for investment of cash in Trust Account $ 241,500,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Units, net of initial fair value of Private Warrants and offering costs (in shares) | shares675,000 675,000
Price of warrant | $ / shares $ 10
Proceeds from sale of Private Placement Units $ 6,750,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of 675,000 Private Placement Units, net of initial fair value of Private Placement Warrants and offering costs (in shares) | shares3,150,000
Purchase price, per unit | $ / shares $ 10
Deferred underwriting fees payable $ 1,732,500

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)Feb. 01, 2021Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021Sep. 30, 2021Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Assets $ 0 $ 242,320,283 $ 242,320,283 $ 81,631
Liabilities0 17,243,889 17,243,889 61,522
Operating results0 (249,132)(506,093)
Condensed Balance Sheet
Additional paid-in capital18,962
Retained Earnings (accumulated deficit)(19,340,924)(16,495,642) $ (16,618,885) $ (18,574,104) $ (16,618,885)(16,495,642)(4,891)
Total Shareholders' Equity (Deficit)(19,334,211)(16,488,929)(16,612,172)(18,567,391)(16,612,172)(16,488,929)20,109
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Subsequent measurement of Class A ordinary shares subject to redemption amount(15,260)(10,138)(25,155,460)
Total Shareholders' Equity (Deficit)(19,334,211) $ (16,488,929)(16,612,172)(18,567,391)(16,612,172)(16,488,929) $ 20,109
Non-Cash investing and financing activities:
Initial classification of Class A ordinary share subject to possible redemption241,500,000 241,500,000 241,500,000
Change in value of Class A ordinary share subject to possible redemption39,925 50,063 $ 65,323
Class A Common Stock
Condensed Balance Sheet
Class A ordinary shares675 675 675 675
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Number of warrants to purchase shares issued12,412,500 12,412,500
Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets upon redemption of common stock subject to possible redemption $ 5,000,001 $ 5,000,001
Condensed Balance Sheet
Class A ordinary shares subject to possible redemption241,500,000 $ 241,565,323 $ 241,550,063 $ 241,539,925 $ 241,550,063 $ 241,565,323
Condensed Statement of Operations
Weighted average number of shares outstanding, basic24,150,000 24,150,000 15,563 19,880,387 21,329,562
Weighted average number of shares outstanding, diluted24,150,000 24,150,000 15,563 19,880,387 21,329,562
Basic net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Class A ordinary shares subject to possible redemption241,500,000 $ 241,565,323 $ 241,550,063 $ 241,539,925 $ 241,550,063 $ 241,565,323
Class A and Class B non-redeemable ordinary shares
Condensed Statement of Operations
Weighted average number of shares outstanding, basic6,712,500 6,712,500 6,192,500 6,453,936 6,541,697
Weighted average number of shares outstanding, diluted6,712,500 6,712,500 6,192,500 6,453,936 6,541,697
Basic net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08
Public Warrants
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Number of warrants to purchase shares issued24,150,000
Restatement of redeemable common stock as temporary equity
Condensed Balance Sheet
Total Shareholders' Equity (Deficit) $ (16,612,172) $ (16,612,172)
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Subsequent measurement of Class A ordinary shares subject to redemption amount(10,138)
Total Shareholders' Equity (Deficit)(16,612,172)(16,612,172)
As Previously Reported | Restatement of redeemable common stock as temporary equity
Condensed Balance Sheet
Class A ordinary shares subject to possible redemption(1,965,360) $ (217,972,530)(1,965,360)
Additional paid-in capital5,671,100 2,899,272 4,864,435 2,899,272
Retained Earnings (accumulated deficit)(680,242)2,091,860 126,503 2,091,860
Total Shareholders' Equity (Deficit)5,000,004 5,000,001 5,000,004 5,000,001
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Class A ordinary shares subject to possible redemption(1,965,360)(217,972,530)(1,965,360)
Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering costs216,384,465
Total Shareholders' Equity (Deficit)5,000,004 5,000,001 5,000,004 5,000,001
Non-Cash investing and financing activities:
Initial classification of Class A ordinary share subject to possible redemption217,165,785 217,165,785
Change in value of Class A ordinary share subject to possible redemption806,745 2,772,105
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Condensed Balance Sheet
Class A ordinary shares3,108 2,831 3,028 2,831
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Condensed Balance Sheet
Class A ordinary shares subject to possible redemption217,165,785 $ 219,937,890 $ 217,972,530 $ 219,937,890
Condensed Statement of Operations
Weighted average number of shares outstanding, basic21,797,253 21,716,916 21,765,850
Weighted average number of shares outstanding, diluted21,797,253 21,716,916 21,765,850
Diluted net income per ordinary share $ 0 $ 0 $ 0
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Class A ordinary shares subject to possible redemption217,165,785 $ 219,937,890 $ 217,972,530 $ 219,937,890
As Previously Reported | Restatement of redeemable common stock as temporary equity | Class A and Class B non-redeemable ordinary shares
Condensed Statement of Operations
Weighted average number of shares outstanding, basic9,065,247 7,760,487 8,416,580
Weighted average number of shares outstanding, diluted9,065,247 7,760,487 8,416,580
Basic net income per ordinary share $ 0.22 $ 0.01 $ 0.24
Diluted net income per ordinary share $ 0.22 $ 0.01 $ 0.24
Adjustment | Restatement of redeemable common stock as temporary equity
Condensed Balance Sheet
Class A ordinary shares subject to possible redemption $ 1,965,360 $ 217,972,530 $ 1,965,360
Additional paid-in capital(5,671,100)(2,899,272)(4,864,435)(2,899,272)
Retained Earnings (accumulated deficit)(18,660,682)(18,710,745)(18,700,607)(18,710,745)
Total Shareholders' Equity (Deficit)(24,334,215)(21,612,173)(23,567,395)(21,612,173)
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Class A ordinary shares subject to possible redemption1,965,360 217,972,530 1,965,360
Sale of 24,150,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering costs(216,384,465)
Subsequent measurement of Class A ordinary shares subject to redemption amount(10,138)(25,155,460)
Total Shareholders' Equity (Deficit)(24,334,215)(21,612,173)(23,567,395)(21,612,173)
Non-Cash investing and financing activities:
Initial classification of Class A ordinary share subject to possible redemption24,334,215 24,334,215
Change in value of Class A ordinary share subject to possible redemption(766,820)(2,722,042)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Condensed Balance Sheet
Class A ordinary shares(2,433)(2,156)(2,353)(2,156)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Condensed Balance Sheet
Class A ordinary shares subject to possible redemption24,334,215 $ 21,612,173 $ 23,567,395 $ 21,612,173
Condensed Statement of Operations
Weighted average number of shares outstanding, basic2,352,747 (615,353)(1,885,463)
Weighted average number of shares outstanding, diluted2,352,747 (615,353)(1,885,463)
Basic net income per ordinary share $ 0.06 $ 0.01 $ 0.08
Diluted net income per ordinary share $ 0.06 $ 0.01 $ 0.08
Condensed Statement of Changes in Shareholders' Equity (Deficit)
Class A ordinary shares subject to possible redemption $ 24,334,215 $ 21,612,173 $ 23,567,395 $ 21,612,173
Adjustment | Restatement of redeemable common stock as temporary equity | Class A and Class B non-redeemable ordinary shares
Condensed Statement of Operations
Weighted average number of shares outstanding, basic(2,352,747)(1,567,987)(1,962,644)
Weighted average number of shares outstanding, diluted(2,352,747)(1,567,987)(1,962,644)
Basic net income per ordinary share $ (0.16) $ (0.16)
Diluted net income per ordinary share $ (0.16) $ 0 $ (0.164)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)9 Months Ended
Sep. 30, 2021Feb. 01, 2021Dec. 31, 2020
Cash equivalents $ 0 $ 0
Assets held-in-trust account0
Transaction Costs Allocated To Warrant Liabilities(675,351)
Offering costs14,006,094
Transaction Costs $ 14,681,445
Underwriting fees5,250,000
Deferred underwriting fees payable9,082,500 9,082,500
Other offering costs $ 348,945
Unrecognized tax benefits0 0
Unrecognized tax benefits accrued for interest and penalties0 $ 0
Federal Depository Insurance Coverage $ 250,000
Class A Common Stock
Number of warrants to purchase shares issued12,412,500

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of company's financial statements (Details) - USD ($)9 Months Ended
Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Feb. 01, 2021
Class A ordinary shares issuance costs $ 14,006,094
Class A Common Stock Subject to Redemption
Gross proceeds241,500,000
Proceeds allocated to Public Warrants(11,109,000)
Class A ordinary shares issuance costs(14,006,094)
Subsequent measurement of carrying value to redemption value25,180,417
Class A ordinary shares subject to possible redemption $ 241,565,323 $ 241,550,063 $ 241,539,925 $ 241,500,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021Sep. 30, 2021
Class A Common Stock Subject to Redemption
Numerator:
Allocation of net income, as adjusted $ 108,379 $ 1,710,615
Denominator:
Weighted average number of shares outstanding, basic24,150,000 24,150,000 15,563 19,880,387 21,329,562
Weighted average number of shares outstanding, diluted24,150,000 24,150,000 15,563 19,880,387 21,329,562
Basic net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Class A and Class B non-redeemable ordinary shares
Numerator:
Allocation of net income, as adjusted $ 30,124 $ 524,639
Denominator:
Weighted average number of shares outstanding, basic6,712,500 6,712,500 6,192,500 6,453,936 6,541,697
Weighted average number of shares outstanding, diluted6,712,500 6,712,500 6,192,500 6,453,936 6,541,697
Basic net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08 $ 0.08
Diluted net income per ordinary share $ 0 $ 0.06 $ 0.01 $ 0.08

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)Feb. 01, 2021$ / sharesshares
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold24,150,000
Purchase price, per unit | $ / shares $ 10
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit1
Number of shares issuable per warrant1
Exercise price of warrants | $ / shares $ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold3,150,000
Purchase price, per unit | $ / shares $ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)9 Months Ended
Sep. 30, 2021Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price $ 6,750,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued675,000 675,000
Price of warrants $ 10
Aggregate purchase price $ 6,750,000
Number of shares per warrant1
Exercise price of warrant $ 11.50
Private Placement | Sponsor | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued465,000
Private Placement | Cantor | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued210,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder SharesJan. 27, 2021D$ / sharessharesOct. 16, 2020sharesOct. 06, 2020USD ($)shares
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Consideration received | $ $ 25,000
Number of shares issued5,031,250
Share dividend0.2
Aggregate number of shares owned6,037,500
Shares subject to forfeiture787,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders20.00%
Restrictions on transfer period of time after business combination completion6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares $ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences150 days
Management [Member]
Related Party Transaction [Line Items]
Number of shares issued20,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)Feb. 01, 2021Jan. 27, 2021Sep. 30, 2021Sep. 30, 2021Oct. 06, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party $ 88,264
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note $ 300,000
Repayment of promissory note - related party $ 88,264
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month $ 10,000
Expenses incurred and paid $ 30,000 80,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant $ 1,500,000 $ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant $ 10 $ 10

COMMITMENTS (Details)

COMMITMENTS (Details)9 Months Ended
Sep. 30, 2021USD ($)sharesFeb. 01, 2021USD ($)Jan. 27, 2021item
Other Commitments [Line Items]
Maximum number of demands for registration of securities | item3
Deferred underwriting fees payable $ 9,082,500 $ 9,082,500
Over-allotment option
Other Commitments [Line Items]
Deferred fee6.00%
Deferred underwriting fees payable $ 1,732,500
Initial Public Offering
Other Commitments [Line Items]
Deferred fee3.50%
Initial units sold in the IPO | shares21,000,000
Deferred underwriting fees payable $ 7,350,000

SHAREHOLDERS EQUITY - Preferred

SHAREHOLDERS EQUITY - Preferred Stock Shares (Details) - $ / sharesSep. 30, 2021Dec. 31, 2020
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized1,000,000 1,000,000
Preferred stock, par value, (per share) $ 0.001 $ 0.001
Preferred shares, shares issued0 0
Preferred shares, shares outstanding0 0

SHAREHOLDERS EQUITY - Common St

SHAREHOLDERS EQUITY - Common Stock Shares (Details)9 Months Ended
Sep. 30, 2021Vote$ / sharessharesDec. 31, 2020Vote$ / sharesshares
Class A Common Stock | Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)100,000,000 100,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001
Common shares, votes per share | Vote1 1
Common shares, shares issued (in shares)675,000 0
Common shares, shares outstanding (in shares)675,000 0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)24,150,000 0
Class A Common Stock Subject to Redemption | Common Stock
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)24,150,000
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)100,000,000 100,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001
Common shares, shares issued (in shares)675,000 0
Common shares, shares outstanding (in shares)675,000 0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)10,000,000 10,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001
Common shares, shares issued (in shares)6,037,500 6,037,500
Common shares, shares outstanding (in shares)6,037,500 6,037,500
Class B Common Stock | Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)10,000,000 10,000,000
Common shares, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001
Common shares, votes per share | Vote1 1
Common shares, shares issued (in shares)6,037,500 6,037,500
Common shares, shares outstanding (in shares)6,037,500 6,037,500
Ratio to be applied to the stock in the conversion20

WARRANTS (Details)

WARRANTS (Details)9 Months Ended12 Months Ended
Sep. 30, 2021D$ / sharessharesDec. 31, 2020shares
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement15 days
Period of time within which registration statement is expected to become effective60 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants And Rights Outstanding In Number | shares337,500 0
Restrictions on transfer period of time after business combination completion30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants And Rights Outstanding In Number | shares12,075,000 0
Warrant exercise period condition one30 days
Warrant exercise period condition two12 months
Public Warrants expiration term5 years
Share Price Trigger Used To Measure Dilution Of Warrant | $ / shares $ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant60
Trading period after business combination used to measure dilution of warrant20
Warrant exercise price adjustment multiple115
Warrant redemption price adjustment multiple180
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price | $ / shares $ 18
Redemption price per public warrant (in dollars per share) | $ / shares $ 0.01
Threshold trading days for redemption of public warrants20
Threshold consecutive trading days for redemption of public warrants30
Threshold number of business days before sending notice of redemption to warrant holders3
Redemption period30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)Sep. 30, 2021USD ($)
Assets:
Marketable securities held in Trust Account $ 241,565,323
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities8,071,500
Level 1 | Recurring
Assets:
Marketable securities held in Trust Account241,565,323
Level 1 | Recurring | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities7,848,750
Level 3 | Recurring | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities $ 222,750

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)9 Months Ended
Sep. 30, 2021$ / sharesYitemFeb. 01, 2021$ / sharesY
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of trials to estimate value of warrants | item100,000
Public Warrants | Ordinary Share Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input9.55
Public Warrants | Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input11.50
Public Warrants | Expected Life (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y5
Public Warrants | Risk Free Interest Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input0.49
Public Warrants | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input19
Public Warrants | Dividend Yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input0
Public Warrants | Redemption Trigger (20 of 30 trading days)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input18
Private Warrants | Ordinary Share Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input9.759.55
Private Warrants | Exercise Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input11.5011.50
Private Warrants | Expected Life (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y5.265
Private Warrants | Risk Free Interest Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input1.1 0.49
Private Warrants | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input12 19
Private Warrants | Dividend Yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input0 0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value $ (372,375) $ (3,351,375)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 20210
Initial measurement on February 1, 202111,422,875
Change in fair value(2,989,125)
Transfers to Level 1(8,211,000)
Fair value as of September 30, 2021222,750 222,750
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfers to Level 18,200,000
Public Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 20210
Initial measurement on February 1, 202111,109,000
Change in fair value(2,898,000)
Transfers to Level 1(8,211,000)
Private Placement Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 1, 20210
Initial measurement on February 1, 2021313,875
Change in fair value(91,125)
Fair value as of September 30, 2021 $ 222,750 $ 222,750

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details)3 Months Ended9 Months Ended
Sep. 30, 2021USD ($)Sep. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of assets from level 1 to level 2 $ 0 $ 0
Transfer of assets from level 2 to level 10 0
Transfer of liabilities from level 1 to level 20 0
Transfer of liabilities from level 2 to level 10 0
Transfer into level 3 $ 0
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of the Public Warrants transferred from a Level 3 $ 8,200,000