0001213900-21-060628 | 10-Q | XBRL Viewer | Waldencast Acquisition Corp

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Nov. 18, 2021
Document Information Line Items
Entity Registrant Name	WALDENCAST ACQUISITION CORP.
Trading Symbol	WALD
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001840199
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40207
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1575727
Entity Address, Address Line One	10 Bank Street
Entity Address, Address Line Two	Suite 560
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10606
City Area Code	(917)
Local Phone Number	546-6828
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		34,500,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 335,058
Prepaid expenses - current	219,325
Deferred offering costs associated with initial private offering		166,792
Total current assets	554,383	166,792
Prepaid expenses – non-current portion	117,217
Investment held in Trust Account	345,030,985
Total assets	345,702,585	166,792
Current liabilities:
Accounts payable and accrued expenses	66,739	177,743
Due to related party	65,000
Total current liabilities	131,739	177,743
Warrant liabilities	14,180,333
Deferred legal fees	683,919
Forward purchase agreement liabilities	8,991,000
Deferred underwriters’ discount	12,075,000
Total liabilities	36,061,991	177,743
Commitments
Class A ordinary shares subject to possible redemption, 34,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively	345,000,000
Shareholders’ deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 and no shares subject to redemption) at September 30, 2021 and December 31, 2020, respectively
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 and no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	863
Additional paid-in capital
Accumulated deficit	(35,360,269)	(10,951)
Total shareholders’ deficit	(35,359,406)	(10,951)
Total liabilities and shareholders’ deficit	$ 345,702,585	$ 166,792

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preference stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference stock, shares authorized	5,000,000	5,000,000
Preference stock, shares issued
Preference stock, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	34,500,000
Ordinary stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary stock, shares authorized	500,000,000	500,000,000
Ordinary stock, shares issued
Ordinary stock, shares outstanding
Class B Ordinary Shares
Ordinary stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary stock, shares authorized	50,000,000	50,000,000
Ordinary stock, shares issued	8,625,000
Ordinary stock, shares outstanding	8,625,000

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 645,123	$ 964,205
Loss from operations	(645,123)	(964,205)
Other income (expense):
Interest income on operating account	256	698
Interest income on marketable securities held in Trust Account	16,609	30,985
Offering expenses related to warrant issuance		(719,201)
Change in fair value of forward purchase agreement liabilities	3,330,000	2,664,000
Change in fair value of warrant liabilities	5,055,667	4,009,667
Total other income	8,402,532	5,986,149
Net income	$ 7,757,409	$ 5,021,944
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares)	34,500,000	24,895,604
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)	$ 0.18	$ 0.15
Weighted average shares outstanding, Non-redeemable Class B ordinary shares (in Shares)	8,625,000	7,977,564
Basic and diluted net income per share, Non-redeemable Class B ordinary shares (in Dollars per share)	$ 0.18	$ 0.15

Condensed Statements Of Changes In Shareholders’ Deficit (Unaudited) - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020				$ (10,951)	$ (10,951)
Balance (in Shares) at Dec. 31, 2020
Issuance of Founder Shares		$ 863	24,137		25,000
Issuance of Founder Shares (in Shares)		8,625,000
Sale of Units in Initial Public Offering, less initial fair value of public warrants and forward purchase agreements, net of offering expenses, plus excess cash received over initial fair value of private warrants	$ 3,450		304,601,152		304,604,602
Sale of Units in Initial Public Offering, less initial fair value of public warrants and forward purchase agreements, net of offering expenses, plus excess cash received over initial fair value of private warrants (in Shares)	34,500,000
Class A ordinary shares subject to possible redemption	$ (3,450)		(304,625,289)	(40,371,261)	(345,000,000)
Class A ordinary shares subject to possible redemption (in Shares)	(34,500,000)
Net income (loss)				(1,183,957)	(1,183,957)
Balance at Mar. 31, 2021		$ 863		(41,566,169)	(41,565,306)
Balance (in Shares) at Mar. 31, 2021		8,625,000
Net income (loss)				(1,551,509)	(1,551,509)
Balance at Jun. 30, 2021		$ 863		(43,117,678)	(43,116,815)
Balance (in Shares) at Jun. 30, 2021		8,625,000
Net income (loss)				7,757,409	7,757,409
Balance at Sep. 30, 2021		$ 863		$ (35,360,269)	$ (35,359,406)
Balance (in Shares) at Sep. 30, 2021		8,625,000

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
Condensed Statement of Cash Flows (Unaudited)	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 5,021,944
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Trust Account	(30,985)
Change in fair value of warrant liabilities	(4,009,667)
Change in fair value of forward purchase agreement liabilities	(2,664,000)
Offering costs allocated to warrants	719,201
Changes in current assets and current liabilities:
Prepaid assets	(336,542)
Accounts payable	66,739
Due to related party	65,000
Net cash used in operating activities	(1,168,310)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Founder Shares	25,000
Proceeds from Initial Public Offering, net of underwriters’ discount	338,100,000
Proceeds from issuance of Private Placement Warrants	8,900,000
Payments of offering costs	(521,631)
Net cash provided by financing activities	346,503,369
Net Change in Cash	335,058
Cash - Beginning
Cash - Ending	335,058
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	345,000,000
Accretion of Class A ordinary shares to redemption value	31,410,398
Initial value of warrant liabilities	18,190,000
Deferred underwriters’ discount payable charged to additional paid-in capital	12,075,000
Initial value of forward purchase agreement liabilities	$ 11,655,000

Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization And Business Operations [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Waldencast Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on December 8, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating 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. The Company has selected December 31 as its fiscal year end.

The Company was formed on December 8, 2020 and remained dormant through December 31, 2020. For the period from December 8, 2020 (inception) through December 31, 2020, there had been no activity since the formation of the entity and no equity shares were issued. The Company commenced operations on January 12, 2021 when the Founder Shares were issued. All activity since January 12, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

Financing

On March 18, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $20,169,599, consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $1,194,599 of other offering costs. Of the total transaction costs, $719,201 was reclassified as non-operating expense in the condensed statement of operations with the rest of the offering costs charged to shareholders’ equity. The transaction costs were allocated based on a relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the Initial Public Offering on March 18, 2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the Company’s initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend 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 redemption in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have 24 months from the closing of the Initial Public Offering (with the ability to extend with shareholder approval) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity

As of September 30, 2021, the Company had cash in an operating bank account, outside of the Trust Account, of $335,058 available for working capital needs. As of September 30, 2021 the Company had working capital of $422,644. All remaining funds held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination, to redeem Class A ordinary shares or with respect to the interest earned, to be withdrawn for the payment of taxes. As of September 30, 2021, none of the amount in the Trust Account was withdrawn as described above.

Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the Initial Public Offering and the sale of Private Placement Warrants.

On October 28, 2021, the Sponsor funded the $1,500,000 available under the Working Capital Loans to the Company (see Notes 6 and 12). The Company anticipates that the $335,058 in its operating bank account as of September 30, 2021, in addition to the subsequent $1,500,000 draw down of the Working Capital Loans available, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe It will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Risks and Uncertainties

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

Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Revision Of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company had historically classified a portion of the public shares in permanent equity.

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity, regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. As such, the Company is restating those periods in this Quarterly Report.

Impact of the Restatement

The impact to the balance sheet as of March 18, 2021, the balance sheet and income statement as of March 31, 2021 and the balance sheet and income statement as of June 30, 2021 is presented below:

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of March 18, 2021 (as revised in Note 2 of Form 10-Q filed on July 19, 2021)
Class A ordinary shares subject to possible redemption	$	328,727,970		$	16,272,030		$	345,000,000

Class A ordinary shares, $0.0001 par value		163			(163	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		5,026,405			(5,026,405	)		—
Accumulated Deficit		(27,430	)		(11,245,462	)		(11,272,892	)
Total Shareholder’’ Equity (Deficit)	$	5,000,001		$	(16,272,030	)	$	(11,272,029	)

Number of shares subject to redemption		32,872,797			1,627,203			34,500,000

Balance Sheet as of March 31, 2021
Class A ordinary shares subject to possible redemption	$	298,434,690		$	46,565,310		$	345,000,000

Class A ordinary shares, $0.0001 par value		466			(466	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		6,193,583			(6,193,583	)		—
Accumulated Deficit		(1,194,908	)		(40,371,261	)		(41,566,169	)
Total Shareholder’’ Equity (Deficit)	$	5,000,004		$	(46,565,310	)	$	(41,565,306	)

Number of shares subject to redemption		29,843,469			4,656,531			34,500,000

Income Statement as of March 31, 2021
Net loss	$	(1,183,957	)	$	—		$	(1,183,957	)
Weighted average Redeemable Class A ordinary shares		29,885,095			(24,845,769	)		5,039,326
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00		$	(0.10	)	$	(0.10	)
Weighted average non-redeemable Class B ordinary shares		9,342,874			(2,703,829	)		6,639,045
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.13	)	$	0.03		$	(0.10	)

Balance Sheet as of June 30, 2021
Class A ordinary shares subject to possible redemption	$	296,883,180		$	48,116,820		$	345,000,000

Class A ordinary shares, $0.0001 par value		482			(482	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		7,745,077			(7,745,077	)		—
Accumulated Deficit		(2,746,416	)		(40,371,262	)		(43,117,678	)
Total Shareholder’’ Equity (Deficit)	$	5,000,006		$	(48,116,821	)	$	(43,116,815	)

Number of shares subject to redemption		29,688,318			4,811,682			34,500,000

Income Statement as of June 30, 2021
*Three Months*
Net loss	$	(1,551,508	)	$	—		$	(1,551,508	)
Weighted average Redeemable Class A ordinary shares		29,483,469			4,656,531			34,500,000
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00			(0.04	)		(0.04	)
Weighted average non-redeemable Class B ordinary shares		13,281,531			(4,656,531	)		8,625,000
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.12	)		0.08			(0.04	)

*Six Months*
Net loss	$	(2,735,465	)	$	—		$	(2,735,465	)
Weighted average Redeemable Class A ordinary shares		29,849,073			(9,915,740	)		19,933,333
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00			(0.10	)		(0.10	)
Weighted average non-redeemable Class B ordinary shares		11,322,835			(3,679,779	)		7,643,056
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.24	)		0.14			(0.10	)

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 3 — 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 U.S. Securities and Exchange Commission (“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 March 17, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months 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 interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, the Company had $335,058 in cash in its operating bank account, outside of the Trust Account, and had no cash equivalents.

Investment Held in Trust Account

At September 30, 2021, the Trust Account had $345,030,985 held in marketable securities. As of September 30, 2021, the Company has not withdrawn any of the interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as 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 the occurrence of uncertain future events. Accordingly, all shares of 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 sheet.

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (except that in no event may we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions pursuant to our amended and restated memorandum and articles of association). In accordance with the SEC and its staff guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

As of September 30, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(11,960,000	)
Issuance costs related to Class A ordinary shares		(19,450,398	)
Plus:
Accretion of carrying value to redemption value		31,410,398
Contingently redeemable Class A ordinary shares	$	345,000,000

Net Income per Ordinary Share

The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and FPA units are exercisable for 61,833,333 shares of Class A ordinary shares in the aggregate. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value.

For the
Three Months ended
September 30,
2021 For the
Nine Months ended
September 30,
2021

Ordinary shares subject to possible redemption

Numerator:

Net income allocable to Class A ordinary shares subject to possible redemption $ 6,205,927 $ 3,803,233

Denominator:

Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 34,500,000 24,895,604

Basic and Diluted net income per share, Redeemable Class A Ordinary shares $ 0.18 $ 0.15

Non-Redeemable Ordinary shares

Numerator:

Net income allocable to Class B ordinary shares not subject to redemption $ 1,551,482 $ 1,218,711

Denominator:

Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted 8,625,000 7,977,564

Basic and diluted net income per share, ordinary shares $ 0.18 $ 0.15

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”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Accordingly, on September 30, 2021, offering costs totaling $20,169,599 have been charged to shareholders’ equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $1,194,599 of other offering costs). Of the total transaction costs, $719,201 was reclassified as a non-operating expense in the condensed statement of operations with the rest of the offering cost charged to shareholders’ equity. The transaction costs were allocated based on a relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet.

Derivative Warrant Liabilities

The Company evaluates its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has determined its public warrants, private warrants and contingent forward purchase warrants are derivative instruments.

The Company accounts for its 17,433,333 ordinary share warrants issued in connection with its Initial Public Offering (11,500,000) and Private Placement Warrants (5,933,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed statement of operations. The fair value of warrants issued by the Company in connection with its Initial Public Offering and Private Placement Warrants has been estimated using Monte-Carlo simulations at each measurement date.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and contingent forward purchase units and then the Class A ordinary shares.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was immaterial for the nine months ended September 30, 2021.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $11.50 per share.

Private Placement Warrants

9 Months Ended

Sep. 30, 2021

Private Placement Disclosure [Abstract]

Private Placement Warrants

Note 5 — Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate price of $8,900,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The initial fair value of the private warrants was recorded as a liability of $6,230,000 with the excess of cash received over initial fair value of the warrants of $2,670,000 recorded as additional paid-in capital.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On January 12, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On March 15, 2021, the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares, resulting in 8,625,000 shares of Class B ordinary shares being issued and outstanding.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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 on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization 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.

Related Party Loans

On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due upon the earlier of June 30, 2021 and the closing of the Initial Public Offering. The Company had no borrowings under the Promissory Note at the closing of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

Due to Related Party

The balance of $65,000 represents the amount accrued for the administrative support services provided (defined below) by the Sponsor from date of the IPO to September 30, 2021.

Administrative Support Agreement

Commencing on the date of the Initial Public Offering, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company has recognized $30,000 and $65,000, respectively, of administrative service fee, which is included in formation and operating costs on the condensed statements of operations.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. On October 28, 2021, the Company drew down the entire available balance of the Working Capital Loans and the Sponsor deposited $1,500,000 in the Company’s operating bank account (see Note 12).

Forward Purchase Agreement

The Company entered into two separate forward purchase agreements as follows. The Sponsor and Dynamo Master Fund (a member of the Sponsor) entered into a forward purchase agreement (the “Sponsor Forward Purchase Agreement”), dated as of February 22, 2021, with the Company that will provide for the purchase of up to an aggregate of 13,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $130,000,000, or $10.00 per unit, in a private placement to close substantially concurrently with the closing of our initial Business Combination. The Sponsor Forward Purchase Agreement provides that the applicable forward purchase investors may, in their sole discretion, increase the amount of capital committed under the Sponsor Forward Purchase Agreement up to an amount not to exceed $160,000,000. Beauty Ventures LLC (“Beauty Ventures”) entered into a forward purchase agreement (the “Beauty Forward Purchase Agreement”, and together with the Sponsor Forward Purchase Agreement, the “Forward Purchase Agreements” or “FPA”), dated as of March 1, 2021, with the Company that provides for the purchase of an aggregate of up to 17,300,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of up to $173,000,000 (subject to the below), or $10.00 per unit, in a private placement to close substantially concurrently with the closing of the initial Business Combination. To the extent that the amounts available from the Trust Account and other financing (including the Sponsor Forward Purchase Agreement) are sufficient for the cash requirements in connection with our initial Business Combination, the Sponsor may, in its sole discretion, as the managing member of Beauty Ventures, reduce its purchase obligation, up to the full amount, under the Beauty Forward Purchase Agreement. Members of the Sponsor or their affiliates will receive a performance fee allocation when the return on the securities underlying the Beauty Forward Purchase Agreement exceeds certain benchmark returns. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase shares and the forward purchase warrants included in the units being sold in this offering, respectively, will be identical to the public shares and public warrants included in the units being sold in this offering, respectively, except that the holders thereof will have certain registration rights, as described herein. On October 20, 2021, the Company received (i) an allocation notice from the Sponsor and Dynamo Master Fund committing to purchase 16,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $160,000,000, or $10.00 per unit and (ii) an allocation notice from Beauty Ventures committing to purchase to purchase 17,300,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $173,000,000, or $10.00 per unit.

Commitments & Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments & Contingencies

Note 7 — Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

On March 18, 2021, pursuant to the consummation of the IPO, the Company paid a fixed underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Transaction Agreements

On November 15, 2021, the Company entered into the Obagi Merger Agreement (as defined in Note 12) with Obagi (as defined in Note 12) and Merger Sub (as defined in Note 12). The transactions contemplated by the Obagi Merger Agreement are described in more detail in Note 12.

On November 15, 2021, the Company entered into the Milk Equity Purchase Agreement (as defined in Note 12) with the Purchasers (as defined in Note 12), Milk (as defined in Note 12), Milk Members (as defined in Note 12) and Equityholder Representative (as defined in Note 12). The transactions contemplated by the Milk Equity Purchase Agreement are described in more detail in Note 12.

Class A Ordinary Shares Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

Class A Ordinary Shares Subject To Possible Redemption [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note 8 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 34,500,000 shares of 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 sheet. The value of these redeemable shares was calculated as the gross proceeds from the sale of the Public Units reduced by the proceeds allocable to the Public Warrants, issuance costs related to the Public Units and the accretion of the carrying value to the redemption value. Upon the consummation of the IPO, the Company recorded $31,410,398 in accretion.

Shareholder's Deficit

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Shareholder’s Deficit

Note 9 — Shareholder’s Deficit

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At September 30, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At September 30, 2021, there were no shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption).

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 shares of Class B ordinary shares at par value of $0.0001 each. At September 30, 2021, there were 8,625,000 Class B ordinary shares issued or outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, 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 issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Warrants

9 Months Ended

Sep. 30, 2021

Warrants [Abstract]

Warrants

Note 10 — Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable, 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 the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable 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 or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:

	●	in whole and not in part;

	●	at a price of $0.01 per Public Warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

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

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

	●	if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public 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 a 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 a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being 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 salable 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, except as described above, so long as they are held by 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 Public Warrants.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11 — Fair Value Measurements

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

●

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

●

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

●

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

The following table presents information about the Company’s assets 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,			Quoted Prices In Active Markets			Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021			(Level 1)			(Level 2)		(Level 3)
Description
Assets:
Marketable Securities held in Trust Account	$	345,030,985		$	345,030,985		$	—	$	—
Liabilities:
Forward purchase agreement liabilities		(8,991,000	)		—			—		(8,991,000	)
Warrant liabilities		(14,180,333	)		(9,315,000	)		—		(4,865,333	)
	$	321,859,652		$	335,715,985		$	—	$	(13,856,333	)

The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the condensed statement of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The value of the warrant liabilities was transferred from Level 3 to Level 1 during the period due to the fact that they are now listed on an active market. There were no other transfers between Levels 1, 2 or 3 during the three and nine-month period ended September 30, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:

	At March 18, 2021 (Initial Measurement)			At September 30, 2021
Share price	$	10.00		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		6.00			6.00
Volatility		12.5	%		12.3	%
Risk-free rate		1.11	%		1.15	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of warrant liabilities:

	Public			Private Placement			Warrant Liabilities

Fair value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on March 18, 2021		11,960,000			6,230,000			18,190,000
Change in fair value of warrant liabilities		230,000			118,666			348,666
Fair value as of March 31, 2021	$	12,190,000		$	6,348,666		$	18,538,666
Change in fair value of warrant liabilities		460,000			237,333			697,333
Fair value as of June 30, 2021	$	12,650,000		$	6,586,000		$	19,236,000
Change in fair value of warrant liabilities		(3,335,000	)		(1,720,667	)		(5,055,667	)
Fair value as of September 30, 2021	$	9,315,000		$	4,865,333		$	14,180,333

Prior to their transfer to Level 1 inputs, the estimated fair value of warrant liabilities is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The Company has initially classified the FPA as a liability. This financial instrument is subject to re-measurement at each balance sheet date. With each such re-measurement, the FPA asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. As such, the Company recorded a $11,655,000 of derivative liabilities related to the FPA as of March 18, 2021. At September 30, 2021, the re-measurement of the derivative associated with the FPA resulted in the following change in the derivative liabilities – forward purchase agreement.

	FPA Liabilities

Derivative liability – forward purchase agreement at March 18, 2021	$	11,655,000
Change in fair value of derivative liability – forward purchase agreement		-
Derivative liability – forward purchase agreement at March 31, 2021	$	11,655,000
Change in fair value of derivative liability – forward purchase agreement		666,000
Derivative liability – forward purchase agreement at June 30, 2021	$	12,321,000
Change in fair value of derivative liability – forward purchase agreement		(3,330,000	)
Derivative liability – forward purchase agreement at September 30, 2021	$	8,991,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 12 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On October 28, 2021, the Company drew down the entire available balance of the Working Capital Loans and the Sponsor deposited $1,500,000 in the Company’s operating bank account (see Note 6).

Obagi and Milk Business Combinations

Obagi Merger Agreement and Related Agreements

On November 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Obagi Merger Agreement”), by and among the Company, Obagi Merger Sub, Inc., a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of the Company (“Merger Sub”), and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”).

The Obagi Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Obagi Merger Agreement, the “Obagi Transaction”):

(i) at the closing of the transactions contemplated by the Obagi Merger Agreement (the “Obagi Closing”), upon the terms and subject to the conditions of the Obagi Merger Agreement and in accordance with the Companies Act (As Revised) of the Cayman Islands (“Cayman Act”), Merger Sub will merge with and into Obagi, the separate corporate existence of Merger Sub will cease and Obagi will be the surviving company and an indirect wholly owned subsidiary of the Company (the “Merger”);

(ii) as a result of the Merger, among other things, each share of common stock of Obagi that is issued and outstanding immediately prior to the effective time of the Merger (other than in respect of Excluded Shares (as defined in the Obagi Merger Agreement)) will be cancelled and converted into the right to receive (i) an amount in cash equal to (A) the Obagi Cash Consideration (as defined in the Obagi Merger Agreement), subject to substitution for Obagi Stock Consideration (as defined in the Obagi Merger Agreement) based on the amount of cash available to the Company at the Closing (as defined below), taking into account, among other things, the level of shareholder redemptions, divided by (B) the number of Aggregate Fully Diluted Company Common Shares (as defined in the Obagi Merger Agreement), and (ii) a number of shares of Company Common Stock equal to (A) the Obagi Stock Consideration divided by (B) the number of Aggregate Fully Diluted Company Common Shares; and

(iii) upon the effective time of the Domestication (as defined below), the Company will immediately be renamed “Waldencast plc”.

The Company’s board of directors has unanimously (i) approved and declared advisable the Obagi Merger Agreement, the Obagi Transaction and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Obagi Merger Agreement and related matters by the shareholders of the Company.

Milk Equity Purchase Agreement

On November 15, 2021, the Company entered into an Equity Purchase Agreement (the “Milk Equity Purchase Agreement” and together with the Obagi Merger Agreement, the “Transaction Agreements”), by and among the Company, Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey (“Holdco Purchaser”), Waldencast Partners LP, a Cayman Islands exempted limited partnership (“Waldencast LP” and together with Holdco Purchaser, the “Purchasers”), Milk Makeup LLC, a Delaware limited liability company (“Milk”), certain members of Milk (the “Milk Members”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of Milk’s equityholders (the “Equityholder Representative”).

The Milk Equity Purchase Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Milk Equity Purchase Agreement, the “Milk Transaction” and, together with the Obagi Transaction, the “Obagi and Milk Business Combinations”):

(i) at the closing of the transactions contemplated by the Milk Equity Purchase Agreement (the “Milk Closing” and together with the Obagi Closing, the “Closing”), upon the terms and subject to the conditions of the Milk Equity Purchase Agreement, the Purchasers will acquire from the Milk Members and the Milk Members will sell to the Purchasers all of the issued and outstanding membership units of Milk in exchange for the Milk Cash Consideration (as defined in the Milk Equity Purchase Agreement), and the Milk Equity Consideration (as defined in the Milk Equity Purchase Agreement), which consist of partnership units of Waldencast LP exchangeable for Domesticated Acquiror Common Stock, and the Domesticated Acquiror Non-Economic Common Stock (each as defined in the Milk Equity Purchase Agreement);

(ii) as a result of the Milk Transaction, among other things, (i) Holdco Purchaser will purchase from the Milk Members a percentage of the outstanding membership units in exchange for the Milk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock equal to the Milk Equity Consideration and (ii) Waldencast LP will purchase from the Milk Members the remainder of the outstanding membership units in exchange for the Milk Equity Consideration;

(iii) upon the effective time of the Domestication, the Company will immediately be renamed “Waldencast plc.”

Immediately following consummation of the Milk Transaction, (i) Holdco Purchaser will contribute its equity interest in (a) Milk to Waldencast LP in exchange for limited partnership units in Waldencast LP and (b) Holdco 2 in exchange for limited partnership units in Waldencast LP. The combined company will be organized in an “Up-C” structure, in which the equity interests of Obagi and Milk will be held by Waldencast LP. The Company will in turn hold its interests in Obagi and Milk through Waldencast LP and Holdco Purchaser.

The Board has unanimously (i) approved and declared advisable the Milk Equity Purchase Agreement, the Milk Transaction and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Milk Equity Purchase Agreement and related matters by the shareholders of the Company.

Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the Cayman Act, the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”) and the Company’s amended and restated memorandum and articles of association, the Company will effect a deregistration under the Cayman Act and a domestication under Part 18C of the Jersey Companies Law (by means of filing a memorandum and articles of association with the Registrar of Companies in Jersey), pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to Jersey (the “Domestication”).

In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company, will convert automatically, on a one-for-one basis, into an ordinary share of common stock, par value $0.0001 per share, of the Company (following its Domestication) (the “Waldencast Common Stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company, will convert automatically, on a one-for-one basis, into a share of Waldencast Common Stock, (iii) each then issued and outstanding warrant of the Company will convert automatically into a warrant to acquire one share of Waldencast Common Stock (“Domesticated Waldencast Warrant”), pursuant to the Warrant Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each then issued and outstanding unit of the Company shall be cancelled and will entitle the holder thereof to one share of Waldencast Common Stock and one-third of one Domesticated Waldencast Warrant.

On November 15, 2021, the Company entered into a Sponsor Support Agreement (the “Obagi Sponsor Support Agreement”), by and among the Sponsor, Obagi, the Company and the persons set forth on Schedule I attached thereto (the “Sponsor Persons”), pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things, vote in favor of the Obagi Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Obagi Sponsor Support Agreement.

On November 15, 2021, the Company entered into a Sponsor Support Agreement (the “Milk Sponsor Support Agreement”), by and among the Sponsor, the Equityholder Representative, the Company and the Sponsor Persons, pursuant to which the Sponsor and the Sponsor Persons agreed to, among other things, vote in favor of the Milk Equity Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Milk Sponsor Support Agreement.

On November 15, 2021, the Company also entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”), by and among the Company, Obagi and Cedarwalk. Pursuant to the Stockholder Support Agreement, Cedarwalk agreed to, among other things, within two (2) business days after the proxy statement/prospectus relating to the approval by the Company shareholders of the Obagi and Milk Business Combinations is declared effective by the SEC and delivered or otherwise made available to the Company shareholders, execute and deliver a written consent with respect to the outstanding ordinary shares of Obagi held by Cedarwalk adopting the Obagi Merger Agreement and related transactions and approving the Obagi and Milk Business Combinations.

The consummation of the proposed Obagi and Milk Business Combinations is subject to certain conditions as further described in the Obagi Merger Agreement and the Milk Equity Purchase Agreement.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investment Held in Trust Account

Investment Held in Trust Account

Concentration of Credit Risk

Concentration of Credit Risk

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

As of September 30, 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table:

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(11,960,000	)
Issuance costs related to Class A ordinary shares		(19,450,398	)
Plus:
Accretion of carrying value to redemption value		31,410,398
Contingently redeemable Class A ordinary shares	$	345,000,000

Net Loss per Ordinary Shares

Net Income per Ordinary Share

Offering Costs

Offering Costs

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Warrant Liabilities

Derivative Warrant Liabilities

Income Taxes

Income Taxes

Recent Accounting Standards

Recent Accounting Standards

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Revision Of Previously Issued Financial Statements [Abstract]

Schedule of impact on balance sheet and income statement

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of March 18, 2021 (as revised in Note 2 of Form 10-Q filed on July 19, 2021)
Class A ordinary shares subject to possible redemption	$	328,727,970		$	16,272,030		$	345,000,000

Class A ordinary shares, $0.0001 par value		163			(163	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		5,026,405			(5,026,405	)		—
Accumulated Deficit		(27,430	)		(11,245,462	)		(11,272,892	)
Total Shareholder’’ Equity (Deficit)	$	5,000,001		$	(16,272,030	)	$	(11,272,029	)

Number of shares subject to redemption		32,872,797			1,627,203			34,500,000

Balance Sheet as of March 31, 2021
Class A ordinary shares subject to possible redemption	$	298,434,690		$	46,565,310		$	345,000,000

Class A ordinary shares, $0.0001 par value		466			(466	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		6,193,583			(6,193,583	)		—
Accumulated Deficit		(1,194,908	)		(40,371,261	)		(41,566,169	)
Total Shareholder’’ Equity (Deficit)	$	5,000,004		$	(46,565,310	)	$	(41,565,306	)

Number of shares subject to redemption		29,843,469			4,656,531			34,500,000

Income Statement as of March 31, 2021
Net loss	$	(1,183,957	)	$	—		$	(1,183,957	)
Weighted average Redeemable Class A ordinary shares		29,885,095			(24,845,769	)		5,039,326
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00		$	(0.10	)	$	(0.10	)
Weighted average non-redeemable Class B ordinary shares		9,342,874			(2,703,829	)		6,639,045
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.13	)	$	0.03		$	(0.10	)

Balance Sheet as of June 30, 2021
Class A ordinary shares subject to possible redemption	$	296,883,180		$	48,116,820		$	345,000,000

Class A ordinary shares, $0.0001 par value		482			(482	)		—
Class B ordinary shares, $0.0001 par value		863			—			863
Additional Paid-in Capital		7,745,077			(7,745,077	)		—
Accumulated Deficit		(2,746,416	)		(40,371,262	)		(43,117,678	)
Total Shareholder’’ Equity (Deficit)	$	5,000,006		$	(48,116,821	)	$	(43,116,815	)

Number of shares subject to redemption		29,688,318			4,811,682			34,500,000

Income Statement as of June 30, 2021
*Three Months*
Net loss	$	(1,551,508	)	$	—		$	(1,551,508	)
Weighted average Redeemable Class A ordinary shares		29,483,469			4,656,531			34,500,000
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00			(0.04	)		(0.04	)
Weighted average non-redeemable Class B ordinary shares		13,281,531			(4,656,531	)		8,625,000
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.12	)		0.08			(0.04	)

*Six Months*
Net loss	$	(2,735,465	)	$	—		$	(2,735,465	)
Weighted average Redeemable Class A ordinary shares		29,849,073			(9,915,740	)		19,933,333
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	0.00			(0.10	)		(0.10	)
Weighted average non-redeemable Class B ordinary shares		11,322,835			(3,679,779	)		7,643,056
Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.24	)		0.14			(0.10	)

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of condensed balance sheets are reconciled

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(11,960,000	)
Issuance costs related to Class A ordinary shares		(19,450,398	)
Plus:
Accretion of carrying value to redemption value		31,410,398
Contingently redeemable Class A ordinary shares	$	345,000,000

Schedule of diluted loss per ordinary share

	For the Three Months ended September 30, 2021		For the Nine Months ended September 30, 2021
Ordinary shares subject to possible redemption
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption	$	6,205,927	$	3,803,233
Denominator:
Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted		34,500,000		24,895,604
Basic and Diluted net income per share, Redeemable Class A Ordinary shares	$	0.18	$	0.15

Non-Redeemable Ordinary shares
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption	$	1,551,482	$	1,218,711
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted		8,625,000		7,977,564
Basic and diluted net income per share, ordinary shares	$	0.18	$	0.15

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of company’s assets fair value

	September 30,			Quoted Prices In Active Markets			Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021			(Level 1)			(Level 2)		(Level 3)
Description
Assets:
Marketable Securities held in Trust Account	$	345,030,985		$	345,030,985		$	—	$	—
Liabilities:
Forward purchase agreement liabilities		(8,991,000	)		—			—		(8,991,000	)
Warrant liabilities		(14,180,333	)		(9,315,000	)		—		(4,865,333	)
	$	321,859,652		$	335,715,985		$	—	$	(13,856,333	)

Schedule of quantitative information regarding Level 3 fair value measurements

	At March 18, 2021 (Initial Measurement)			At September 30, 2021
Share price	$	10.00		$	10.00
Strike price	$	11.50		$	11.50
Term (in years)		6.00			6.00
Volatility		12.5	%		12.3	%
Risk-free rate		1.11	%		1.15	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in fair value of warrant liabilities

	Public			Private Placement			Warrant Liabilities

Fair value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on March 18, 2021		11,960,000			6,230,000			18,190,000
Change in fair value of warrant liabilities		230,000			118,666			348,666
Fair value as of March 31, 2021	$	12,190,000		$	6,348,666		$	18,538,666
Change in fair value of warrant liabilities		460,000			237,333			697,333
Fair value as of June 30, 2021	$	12,650,000		$	6,586,000		$	19,236,000
Change in fair value of warrant liabilities		(3,335,000	)		(1,720,667	)		(5,055,667	)
Fair value as of September 30, 2021	$	9,315,000		$	4,865,333		$	14,180,333

Schedule of change in the derivative liability forward purchase agreement

	FPA Liabilities

Derivative liability – forward purchase agreement at March 18, 2021	$	11,655,000
Change in fair value of derivative liability – forward purchase agreement		-
Derivative liability – forward purchase agreement at March 31, 2021	$	11,655,000
Change in fair value of derivative liability – forward purchase agreement		666,000
Derivative liability – forward purchase agreement at June 30, 2021	$	12,321,000
Change in fair value of derivative liability – forward purchase agreement		(3,330,000	)
Derivative liability – forward purchase agreement at September 30, 2021	$	8,991,000

Organization and Business Operations (Details) - USD ($)	1 Months Ended		9 Months Ended
	Oct. 28, 2021	Mar. 18, 2021	Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Units of initial public offering (in Shares)		345,000,000
Transaction costs			$ 20,169,599
Underwriting fee			6,900,000
Deferred underwriting fee			12,075,000
Offering costs			1,194,599
Non-operating expense			$ 719,201
Percentage of redemption of company's outstanding public shares			100.00%
Percentage of fair market value trust account			80.00%
Business combination recognized trust account per share (in Dollars per share)			$ 10
Business combination recognized identifiable net tangible assets			$ 5,000,001
Redeem of outstanding shares percentage			100.00%
Public per share (in Dollars per share)			$ 10
Public per share held in the trust account (in Dollars per share)			$ 10
Working capital			$ 422,644
Amounts of operating bank account			$ 335,058
Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
Working capital loans	$ 1,500,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities			50.00%
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Units of initial public offering (in Shares)		34,500,000
Price per unit (in Dollars per share)		$ 10
Generating gross proceeds		$ 345,000,000
Private sale of warrants (in Shares)			11,500,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 1.5
Private sale of warrants (in Shares)			5,933,333
Private Placement [Member] \| Founder Shares [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units			$ 25,000

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Revision Of Previously Issued Financial Statements [Abstract]
Permanent equity to maintain shareholders’ equity amount	$ 5,000,000
Net tangible assets	$ 5,000,001

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact on balance sheet and income statement - USD ($)				3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 18, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	$ 296,883,180	$ 298,434,690	$ 328,727,970	$ 296,883,180	$ 298,434,690	$ 296,883,180
Class A ordinary shares, $0.0001 par value	$ 482	$ 466	$ 163	$ 482	$ 466	$ 482
Class B ordinary shares, $0.0001 par value (in Shares)	863	863	863	863	863	863
Additional Paid-in Capital	$ 7,745,077	$ 6,193,583	$ 5,026,405	$ 7,745,077	$ 6,193,583	$ 7,745,077
Accumulated Deficit	(2,746,416)	(1,194,908)	(27,430)	(2,746,416)	(1,194,908)	(2,746,416)
Total Shareholder’’ Equity (Deficit)	$ 5,000,006	$ 5,000,004	$ 5,000,001	5,000,006	5,000,004	5,000,006
Number of shares subject to redemption (in Shares)	29,688,318	29,843,469	32,872,797
Income Statement as of March 31, 2021
Net loss				$ (1,551,508)	$ (1,183,957)	$ (2,735,465)
Weighted average Redeemable Class A ordinary shares (in Shares)				29,483,469	29,885,095	29,849,073
Basic and diluted net loss per share, redeemable Class A ordinary shares (in Dollars per share)				$ 0	$ 0	$ 0
Weighted average non-redeemable Class B ordinary shares (in Shares)				13,281,531	9,342,874	11,322,835
Basic and diluted net loss per share, non-redeemable Class B ordinary shares (in Dollars per share)				$ (0.12)	$ (0.13)	$ (0.24)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	$ 48,116,820	$ 46,565,310	$ 16,272,030	$ 48,116,820	$ 46,565,310	$ 48,116,820
Class A ordinary shares, $0.0001 par value	$ (482)	$ (466)	$ (163)	$ (482)	$ (466)	$ (482)
Class B ordinary shares, $0.0001 par value (in Shares)
Additional Paid-in Capital	$ (7,745,077)	$ (6,193,583)	$ (5,026,405)	$ (7,745,077)	$ (6,193,583)	$ (7,745,077)
Accumulated Deficit	(40,371,262)	(40,371,261)	(11,245,462)	(40,371,262)	(40,371,261)	(40,371,262)
Total Shareholder’’ Equity (Deficit)	$ (48,116,821)	$ (46,565,310)	$ (16,272,030)	(48,116,821)	(46,565,310)	(48,116,821)
Number of shares subject to redemption (in Shares)	4,811,682	4,656,531	1,627,203
Income Statement as of March 31, 2021
Net loss
Weighted average Redeemable Class A ordinary shares (in Shares)				4,656,531	(24,845,769)	(9,915,740)
Basic and diluted net loss per share, redeemable Class A ordinary shares (in Dollars per share)				$ (0.04)	$ (0.1)	$ (0.1)
Weighted average non-redeemable Class B ordinary shares (in Shares)				(4,656,531)	(2,703,829)	(3,679,779)
Basic and diluted net loss per share, non-redeemable Class B ordinary shares (in Dollars per share)				$ 0.08	$ 0.03	$ 0.14
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A ordinary shares subject to possible redemption	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000	$ 345,000,000
Class A ordinary shares, $0.0001 par value
Class B ordinary shares, $0.0001 par value (in Shares)	863	863	863	863	863	863
Additional Paid-in Capital
Accumulated Deficit	(43,117,678)	(41,566,169)	(11,272,892)	(43,117,678)	(41,566,169)	(43,117,678)
Total Shareholder’’ Equity (Deficit)	$ (43,116,815)	$ (41,565,306)	$ (11,272,029)	(43,116,815)	(41,565,306)	(43,116,815)
Number of shares subject to redemption (in Shares)	34,500,000	34,500,000	34,500,000
Income Statement as of March 31, 2021
Net loss				$ (1,551,508)	$ (1,183,957)	$ (2,735,465)
Weighted average Redeemable Class A ordinary shares (in Shares)				34,500,000	5,039,326	19,933,333
Basic and diluted net loss per share, redeemable Class A ordinary shares (in Dollars per share)				$ (0.04)	$ (0.1)	$ (0.1)
Weighted average non-redeemable Class B ordinary shares (in Shares)				8,625,000	6,639,045	7,643,056
Basic and diluted net loss per share, non-redeemable Class B ordinary shares (in Dollars per share)				$ (0.04)	$ (0.1)	$ (0.1)

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact on balance sheet and income statement (Parentheticals) - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Mar. 18, 2021
As Previously Reported [Member] \| Class A Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
As Previously Reported [Member] \| Class B Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	0.0001	0.0001	0.0001
Adjustment [Member] \| Class A Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	0.0001	0.0001	0.0001
Adjustment [Member] \| Class B Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	0.0001	0.0001	0.0001
As Restated [Member] \| Class A Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	0.0001	0.0001	0.0001
As Restated [Member] \| Class B Ordinary Shares [Member]
Condensed Financial Statements, Captions [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001

Significant Accounting Policies (Details)	9 Months Ended
Significant Accounting Policies (Details)	Sep. 30, 2021 USD ($) shares
Significant Accounting Policies (Details) [Line Items]
Cash	$ 335,058
Held in marketable securities	345,030,985
Federal depository insurance coverage	250,000
Net tangible assets	$ 5,000,001
Purchase of ordinary shares (in Shares) \| shares	61,833,333
Shareholders equity value	$ 20,169,599
Underwriting fee	6,900,000
Deferred underwriting fee	12,075,000
Other offering cost	1,194,599
Transaction costs	$ 719,201
Ordinary Share Warrants [Member]
Significant Accounting Policies (Details) [Line Items]
Number of shares issued (in Shares) \| shares	17,433,333
Initial Public Offering [Member]
Significant Accounting Policies (Details) [Line Items]
Number of shares issued (in Shares) \| shares	11,500,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Number of shares issued (in Shares) \| shares	5,933,333

Significant Accounting Policies (Details) - Schedule of condensed balance sheets are reconciled	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of condensed balance sheets are reconciled [Abstract]
Gross proceeds	$ 345,000,000
Less:
Proceeds allocated to public warrants	(11,960,000)
Issuance costs related to Class A ordinary shares	(19,450,398)
Plus:
Accretion of carrying value to redemption value	31,410,398
Contingently redeemable Class A ordinary shares	$ 345,000,000

Significant Accounting Policies (Details) - Schedule of diluted loss per ordinary share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Numerator:
Net income allocable to Class A ordinary shares subject to possible redemption	$ 6,205,927	$ 3,803,233
Denominator:
Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted	34,500,000	24,895,604
Basic and Diluted net income per share, Redeemable Class A Ordinary shares	$ 0.18	$ 0.15
Numerator:
Net income allocable to Class B ordinary shares not subject to redemption	$ 1,551,482	$ 1,218,711
Denominator:
Weighted Average Non-Redeemable Ordinary shares, Basic and Diluted	8,625,000	7,977,564
Basic and diluted net income per share, ordinary shares	$ 0.18	$ 0.15

Initial Public Offering (Details)	9 Months Ended
Initial Public Offering (Details)	Sep. 30, 2021 $ / shares shares
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares) \| shares	34,500,000
Purchase price per share	$ 10
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Purchase price per share	$ 0.0001
Description of sale of stock	Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $11.50 per share.
Exercise price	$ 11.5

Private Placement Warrants (Details)	9 Months Ended
Private Placement Warrants (Details)	Sep. 30, 2021 USD ($) $ / shares shares
Private Placement Warrant [Member]
Private Placement Warrants (Details) [Line Items]
Price per share (in Dollars per share) \| $ / shares	$ 1.5
Aggregate price	$ 8,900,000
Initial fair value of private warrants	6,230,000
Excess of initial fair value of the warrants	$ 2,670,000
Initial Public Offering [Member] \| Private Placement Warrant [Member]
Private Placement Warrants (Details) [Line Items]
Aggregate of shares (in Shares) \| shares	5,933,333
Class A Ordinary Shares [Member]
Private Placement Warrants (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.5

Related Party Transactions (Details) - USD ($)				1 Months Ended			3 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 15, 2021	Mar. 01, 2021	Jan. 12, 2021	Oct. 28, 2021	Oct. 20, 2021	Feb. 22, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Aggregate principal amount			$ 300,000
Working capital loans			$ 1,500,000
Business combination, price per warrant (in Dollars per share)			$ 1.5
Administrative service fee							$ 30,000	$ 65,000
Office space and administrative services								10,000
Converted amount								$ 1,500,000
Capital amount						$ 160,000,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans				$ 1,500,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination warrants per share (in Dollars per share)								$ 1.5
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Administrative service fee								$ 65,000
Sponsor [Member] \| Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Description of business combination					the Company received (i) an allocation notice from the Sponsor and Dynamo Master Fund committing to purchase 16,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $160,000,000, or $10.00 per unit and (ii) an allocation notice from Beauty Ventures committing to purchase to purchase 17,300,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, for an aggregate purchase price of $173,000,000, or $10.00 per unit.
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Dividend share (in Dollars per share)	$ 0.2
Common stock, shares outstanding (in Shares)	8,625,000
Common stock, shares issued (in Shares)	8,625,000
Class B Ordinary Shares [Member] \| Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Description of business combination								The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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 on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization 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.
Class B Ordinary Shares [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)			7,187,500
Purchase price			$ 25,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of ordinary shares (in Shares)		17,300,000				13,000,000
Purchase price		$ 173,000,000				$ 130,000,000
Purchase price per unit (in Dollars per share)		$ 10				$ 10

Commitments & Contingencies (Details)

Mar. 18, 2021

Commitments and Contingencies Disclosure [Abstract]

Underwriters agreement description

Class A Ordinary Shares Subject to Possible Redemption (Details)	9 Months Ended
	Sep. 30, 2021 USD ($) shares
IPO [Member]
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Accretion amount \| $	$ 31,410,398
Class A Ordinary Shares [Member]
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Shares subject to possible redemption \| shares	34,500,000

Shareholder's Deficit (Details) - $ / shares	9 Months Ended
Shareholder's Deficit (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Shareholder's Deficit (Details) [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Converted percentage	20.00%
Class A Ordinary Shares [Member]
Shareholder's Deficit (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption	34,500,000
Ordinary shares, shares outstanding
Ordinary shares, shares issued
Class B Ordinary Shares [Member]
Shareholder's Deficit (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding	8,625,000
Ordinary shares, shares issued	8,625,000

Warrants (Details)	9 Months Ended
Warrants (Details)	Sep. 30, 2021
Warrants (Details) [Line Items]
Warrant expiration term	5 years
Public warrants redemption, description	Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per Public Warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
Public warrants, description	Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares; ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination, description	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 a 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 a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Fair Value Measurements (Details)	Mar. 18, 2021 USD ($)
Fair Value Disclosures [Abstract]
Derivative liability amount	$ 11,655,000

Fair Value Measurements (Details) - Schedule of company’s assets fair value	Sep. 30, 2021 USD ($)
Assets:
Marketable Securities held in Trust Account	$ 345,030,985
Liabilities:
Forward purchase agreement liabilities	(8,991,000)
Warrant liabilities	(14,180,333)
Total	321,859,652
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Marketable Securities held in Trust Account	345,030,985
Liabilities:
Forward purchase agreement liabilities
Warrant liabilities	(9,315,000)
Total	335,715,985
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Marketable Securities held in Trust Account
Liabilities:
Forward purchase agreement liabilities
Warrant liabilities
Total
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Marketable Securities held in Trust Account
Liabilities:
Forward purchase agreement liabilities	(8,991,000)
Warrant liabilities	(4,865,333)
Total	$ (13,856,333)

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	1 Months Ended	9 Months Ended
	Mar. 18, 2021	Sep. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price (in Dollars per share)		$ 10
Strike price (in Dollars per Share)		11.5
Term (in years)		6 years
Volatility		12.30%
Risk-free rate		1.15%
Dividend yield		0.00%
Initial Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price (in Dollars per share)	$ 10
Strike price (in Dollars per Share)	11.5
Term (in years)	6 years
Volatility	12.50%
Risk-free rate	1.11%
Dividend yield	0.00%

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value opening balance	$ 12,650,000	$ 12,190,000
Initial measurement			11,960,000
Change in fair value of warrant liabilities	(3,335,000)	460,000	230,000
Fair value ending balance	9,315,000	12,650,000	12,190,000
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value opening balance	6,586,000	6,348,666
Initial measurement			6,230,000
Change in fair value of warrant liabilities	(1,720,667)	237,333	118,666
Fair value ending balance	4,865,333	6,586,000	6,348,666
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value opening balance	19,236,000	18,538,666
Initial measurement			18,190,000
Change in fair value of warrant liabilities	(5,055,667)	697,333	348,666
Fair value ending balance	$ 14,180,333	$ 19,236,000	$ 18,538,666

Fair Value Measurements (Details) - Schedule of change in the derivative liability forward purchase agreement - USD ($)		3 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Schedule of change in the derivative liability forward purchase agreement [Abstract]
Derivative liability opening balance	$ 11,655,000	$ 12,321,000	$ 11,655,000
Change in fair value of derivative liability – forward purchase agreement		(3,330,000)	666,000
Derivative liability ending balance	$ 11,655,000	$ 8,991,000	$ 12,321,000

Subsequent Events (Details) - USD ($)	1 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 28, 2021	Sep. 30, 2021
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital loans (in Dollars)	$ 1,500,000
Common stock [Member]
Subsequent Events (Details) [Line Items]
Price per share		$ 0.0001
Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Price per share		0.0001
Class B ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Price per share		$ 0.0001