0001193125-21-242175 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2021	Aug. 10, 2021
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	SVF INVESTMENT CORP. 3
Entity File Number	001-40175
Entity Central Index Key	0001837240
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Trading Symbol	SVFC
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	98-1572401
Entity Interactive Data Current	Yes
Entity Address, Address Line One	1 Circle Star Way
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	415
Local Phone Number	539-3099
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		33,040,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		8,000,000

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 2,707,252
Prepaid expenses	1,287,697	6,154
Total current assets	3,994,949	6,154
Investments held in Trust Account	320,005,932
Deferred offering costs associated with the initial public offering		126,750
Total Assets	324,000,881	132,904
Current liabilities:
Accounts payable	52,604	9,000
Accrued expenses	2,549,703	100,000
Due to related party	300,130	0
Note payable - related party		17,750
Total current liabilities	2,902,437	126,750
Deferred underwriting commissions	11,200,000
Total liabilities	14,102,437	126,750
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 32,000,000 and -0- shares issued and outstanding, subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively	320,000,000
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,200
Accumulated deficit	(10,102,460)	(18,846)
Total shareholders' equity (deficit)	(10,101,556)	6,154
Total Liabilities and Shareholders' Equity (Deficit)	324,000,881	132,904
Common Class A [Member]
Shareholders' Equity
Common Stock, Value, Issued	104
Total shareholders' equity (deficit)	104	0
Common Class B [Member]
Shareholders' Equity
Common Stock, Value, Issued	800	800
Total shareholders' equity (deficit)	$ 800	$ 800

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Temporary equity shares authorized	200,000,000	200,000,000
Temporary equity shares issued	32,000,000	0
Temporary equity shares outstanding	32,000,000	0
Temporary equity, redemption price per share	$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	1,040,000	0
Common stock, shares outstanding	1,040,000	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	8,000,000	8,000,000
Common stock, shares outstanding	8,000,000	8,000,000

Condensed Statement of Operations - USD ($)	3 Months Ended	6 Months Ended
Condensed Statement of Operations - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
General and administrative expenses	$ 2,493,735	$ 3,002,001
General and administrative expenses - related party	23,274	40,000
Loss from operations	(2,517,009)	(3,042,001)
Income from investments held in Trust Account	4,863	5,932
Net loss	$ (2,512,146)	$ (3,036,069)
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption	32,000,000	32,000,000
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$ 0.00	$ 0.00
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares	9,040,000	8,262,320
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$ (0.28)	$ (0.37)

Condensed Statement of Changes in Shareholders' Equity - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020	$ 6,154	$ 0	$ 800	$ 24,200	$ (18,846)
Beginning balance (shares) at Dec. 31, 2020		0	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Sale of Class A ordinary shares in initial public offering, gross	320,000,000	$ 3,200		319,996,800
Sale of Class A ordinary shares in initial public offering, gross (shares)		32,000,000
Offering costs	(17,471,641)			(17,471,641)
Sale of private placement shares to Sponsor in private placement	10,400,000	$ 104		10,399,896
Sale of private placement shares to Sponsor in private placement (shares)		1,040,000
Shares subject to possible redemption	(307,410,580)	$ (3,074)		(307,407,506)
Shares subject to possible redemption (shares)		30,741,058
Net loss	(523,923)				(523,923)
Ending balance at Mar. 31, 2021	5,000,010	$ 230	$ 800	5,541,749	(542,769)
Ending balance (shares) at Mar. 31, 2021		2,298,942	8,000,000
Beginning balance at Dec. 31, 2020	6,154	$ 0	$ 800	24,200	(18,846)
Beginning balance (shares) at Dec. 31, 2020		0	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net loss	(3,036,069)
Ending balance at Jun. 30, 2021	(10,101,556)	$ 104	$ 800	0	(10,102,460)
Ending balance (shares) at Jun. 30, 2021		1,040,000	8,000,000
Beginning balance at Mar. 31, 2021	5,000,010	$ 230	$ 800	5,541,749	(542,769)
Beginning balance (shares) at Mar. 31, 2021		2,298,942	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Accretion of Class A ordinary shares subject to redemption	(12,589,420)	$ (126)		(5,541,749)	(7,047,545)
Accretion of Class A ordinary shares subject to redemption (shares)		(1,258,942)
Net loss	(2,512,146)				(2,512,146)
Ending balance at Jun. 30, 2021	$ (10,101,556)	$ 104	$ 800	$ 0	$ (10,102,460)
Ending balance (shares) at Jun. 30, 2021		1,040,000	8,000,000

Condensed Statement of Cash Flows - USD ($)	6 Months Ended
Condensed Statement of Cash Flows - USD ($)	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (3,036,069)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account	(5,932)
General and administrative expenses paid by related party under note payable	44,617
Changes in operating assets and liabilities:
Prepaid expenses	(1,261,943)
Accounts payable	46,125
Accrued expenses	2,476,136
Due to related party	248,630
Net cash used in operating activities	(1,488,436)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(320,000,000)
Net cash used in investing activities	(320,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(413,562)
Proceeds received from initial public offering, gross	320,000,000
Proceeds received from private placement	10,400,000
Offering costs paid	(5,790,750)
Net cash provided by financing activities	324,195,688
Net increase in cash	2,707,252
Cash - beginning of the period
Cash - end of the period	2,707,252
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	6,479
Offering costs included in accrued expenses	73,567
Offering costs paid by related party under note payable	322,595
Offering costs included in due to related party	51,500
Reversal of offering costs included in accrued expenses in prior year	100,000
Prepaid expenses paid by related party through note payable	19,600
Outstanding accounts payable balance paid by related party under note payable	9,000
Deferred underwriting commissions	$ 11,200,000

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations SVF Investment Corp. 3, formerly known as SVF Investment III Corp., (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from December 11, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company 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. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SVF Sponsor III (DE) LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021. On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Class A ordinary shares (the “Public Shares”), including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $320.0 million, and incurring offering costs of approximately $18.1 million, of which approximately $11.2 million was for deferred underwriting commissions (see Note 5). On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,040,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $10.4 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds of the Private Placement Shares, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 11, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $2.7 million in its operating bank account and working capital of approximately $1.1 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and borrowings under the Company’s promissory note with its Sponsor of $300,000 as well as additional advances of approximately $114,000. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with the proceeds of $10.4 million from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. On August 4, 2021, the Sponsor agreed to loan the Company $2.0 million as Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of June 30, 2021 and December 31, 2020.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in Trust Account

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

Fair Value Measurements

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

•

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

•

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

•

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable, prepaid expense, due from related party, accounts payable, accrued expenses, due to related party and note payable to related party approximate their fair values due to the short-term nature of the instruments. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Offering Costs Associated with the Initial Public Offering

Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of June 30, 2021, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

There were no Class A ordinary shares outstanding as of December 31, 2020. As of June 30, 2021, Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table:


	As of June 30, 2021
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	$	307,410,580
Plus:
Accretion of carrying value to redemption value		12,589,420

Class A ordinary shares subject to possible redemption	$	320,000,000

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) 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 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (loss) per Ordinary Shares

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods.

The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the period.

Net income (loss) per ordinary share, basic and diluted, for

non-redeemable

ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares include Founder Shares, Private Placement Shares and Class A

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares do not participate in the income or loss from investments.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:


	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A ordinary shares subject to possible redemption
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	4,863		$	5,932
Less: Company’s portion available to be withdrawn to pay taxes		—			—

Net income attributable to Class A ordinary shares subject to possible redemption	$	4,863		$	5,932

Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		32,000,000			32,000,000

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.00

Non-redeemable ordinary shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,512,146	)	$	(3,036,069	)
Net income allocable to Class A ordinary shares subject to possible redemption		4,863			5,932

Non-redeemable net loss	$	(2,517,009	)	$	(3,042,001	)

Denominator: weighted average non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		9,040,000			8,262,320

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$	(0.28	)	$	(0.37	)

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

“Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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	6 Months Ended
Initial Public Offering	Jun. 30, 2021
Equity [Abstract]
Initial Public Offering [Text Block]	Note 3 — Initial Public Offering On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Public Shares, including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $320.0 million, and incurring offering costs of approximately $18.1 million, of which approximately $11.2 million was for deferred underwriting commissions. On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Of the 32,000,000 Public Shares, an aggregate of 112,500 Public Shares was purchased by certain of the Company’s directors and officers (the “Affiliated Shares”).

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On December 14, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company. On January 29, 2021, the Company effected a share dividend of 12,125,000 Class B ordinary shares and on February 3 and February 26, 2021, the Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively. The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization as of December 11, 2020 (inception). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,000,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares). The underwriters fully exercised the over-allotment option on March 11, 2021; thus, these 1,000,000 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to transfer, assign or sell any of its Forward purchase until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,040,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $10.4 million. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement share 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 Shares will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On December 14, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of March 11, 2021, the Company fully borrowed $300,000 under the Note. In addition, the Sponsor also advanced approximately $114,000 to the Company. The Company fully repaid the Note balance and the advance from the Sponsor, for a total of approximately $414,000, on March 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans 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 $2.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. On August 4, 2021, the Sponsor agreed to loan the Company $2.0 million as Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor. The Company incurred $30,000 and $40,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, $40,000 is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets. There was no balance due to related party at December 31, 2020. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. As of June 30, 2021, approximately $260,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets. There was no balance due to related party at December 31, 2020.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 4,000,000 additional shares at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on March 11, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with certain investors (the “Forward Purchase Investors”), which provides for the purchase of $150 million forward purchase shares (the “Forward Purchase Shares”), for $10.00 per share, in a private placement to close substantially concurrently with the closing of the initial Business Combination. The Forward Purchase Agreement also provides that the Forward Purchase Investor may elect to purchase up to an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share. Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of the initial Business Combination. The Company and the Forward Purchase Investors may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to the initial Business Combination. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase securities will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.

Shareholders' Equity	6 Months Ended
Shareholders' Equity	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 6 — Shareholders’ Equity Preference Shares -The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares -The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2021, there were 1,040,000 Class A ordinary shares issued and outstanding. There were no Class A ordinary shares issued and outstanding at December 31, 2020. Class B Ordinary Shares -The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On December 14, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor. On January 29, 2021, the Company effected a share dividend of 12,125,000 Class B ordinary shares and on February 3 and February 26, 2021, the Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively. The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,000,000 Class B ordinary shares outstanding, up to 1,000,000 Class B ordinary shares were subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares). The underwriters fully exercised the over-allotment option on March 11, 2021; thus, these 1,000,000 Founder Shares were no longer subject to forfeiture. As of June 30, 2021 and December 31, 2019, there were 8,000,000 Class B ordinary shares outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding the number of Class A ordinary shares to be sold pursuant to the Private Placement Shares Purchase Agreement and the Forward Purchase Agreement and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account	$	320,005,932		—		—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the six months ended June 30, 2021 and December 31, 2020.

- 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

Revision to Prior Period Financial Statements

6 Months Ended

Jun. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Revision to Prior Period Financial Statements

Note 8 — Revision to Prior Period Financial Statements

During the course of preparing the quarterly report on

Form 10-Q

for the quarter ended June 30, 2021, the Company identified a misstatement related to the Company’s the initial recognition of the shares subject to redemption in the Company’s previously issued unaudited financial statements, filed on

Form 10-Q

on May 13, 2021.

The Public Shares subject to redemption were recognized at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480. The Company determined that the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of Forward Purchase Agreement, it was concluded that the redemption value should include all the Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to $320,000,000.

The effect of the revision on specific line items in the Company’s previously issued unaudited financial statement, for the quarter ended March 31, 2021 filed on

Form 10-Q

on May 13, 2021 is as follows:


As of March 31, 2021 (in USD)	As Reported		Revision			If Revised
Total assets		324,159,830					324,159,830
Total liabilities		11,749,240					11,749,240
Class A ordinary shares subject to possible redemption		307,410,580		12,589,420			320,000,000
Total shareholders’ equity		5,000,010		(12,589,420	)		(7,589,410	)

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as noted above, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Investments Held in Trust Account

Fair Value Measurements

•

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

•

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

paid-in

capital and accumulated deficit.


	As of June 30, 2021
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	$	307,410,580
Plus:
Accretion of carrying value to redemption value		12,589,420

Class A ordinary shares subject to possible redemption	$	320,000,000

Income Taxes

more-likely-than-not

Net Income (loss) per Ordinary Shares

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods.

The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

Net income (loss) per ordinary share, basic and diluted, for

non-redeemable

ordinary shares outstanding for the period.

Non-redeemable

ordinary shares include Founder Shares, Private Placement Shares and Class A

non-redeemable

ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares do not participate in the income or loss from investments.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:


	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A ordinary shares subject to possible redemption
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	4,863		$	5,932
Less: Company’s portion available to be withdrawn to pay taxes		—			—

Net income attributable to Class A ordinary shares subject to possible redemption	$	4,863		$	5,932

Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		32,000,000			32,000,000

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.00

Non-redeemable ordinary shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,512,146	)	$	(3,036,069	)
Net income allocable to Class A ordinary shares subject to possible redemption		4,863			5,932

Non-redeemable net loss	$	(2,517,009	)	$	(3,042,001	)

Denominator: weighted average non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		9,040,000			8,262,320

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$	(0.28	)	$	(0.37	)

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

“Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU

2020-06”),

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:


	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Class A ordinary shares subject to possible redemption
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	4,863		$	5,932
Less: Company’s portion available to be withdrawn to pay taxes		—			—

Net income attributable to Class A ordinary shares subject to possible redemption	$	4,863		$	5,932

Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		32,000,000			32,000,000

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$	0.00		$	0.00

Non-redeemable ordinary shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(2,512,146	)	$	(3,036,069	)
Net income allocable to Class A ordinary shares subject to possible redemption		4,863			5,932

Non-redeemable net loss	$	(2,517,009	)	$	(3,042,001	)

Denominator: weighted average non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		9,040,000			8,262,320

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$	(0.28	)	$	(0.37	)

Summary of reconcilation Class A Ordinary shares

As of June 30, 2021, Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table:


	As of June 30, 2021
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	$	307,410,580
Plus:
Accretion of carrying value to redemption value		12,589,420

Class A ordinary shares subject to possible redemption	$	320,000,000

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account	$	320,005,932		—		—

Revision to Prior Period Financial Statements (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of Schedule of Error Corrections and Prior Period Adjustments

The effect of the revision on specific line items in the Company’s previously issued unaudited financial statement, for the quarter ended March 31, 2021 filed on

Form 10-Q

on May 13, 2021 is as follows:


As of March 31, 2021 (in USD)	As Reported		Revision			If Revised
Total assets		324,159,830					324,159,830
Total liabilities		11,749,240					11,749,240
Class A ordinary shares subject to possible redemption		307,410,580		12,589,420			320,000,000
Total shareholders’ equity		5,000,010		(12,589,420	)		(7,589,410	)

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Apr. 22, 2021	Mar. 11, 2021	Mar. 31, 2021	Jun. 30, 2021	Aug. 04, 2021	May 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share				$ 10.00
Proceeds from initial public offer				$ 320,000,000
Adjustments to Additional Paid in capital stock issuance costs			$ 17,471,641
Proceeds from issuance of private placement				$ 10,400,000
Restricted Investments Maturity Period				185 days
Percentage on fair market value of net assets held in trust account for business combination				80.00%
Temporary equity, redemption price per share			$ 10.00
Networth needed post business combination			$ 5,000,001	$ 5,000,001
Estimated expenses payable on dissolution				100,000
Cash				2,700,000
Working capital				1,100,000
Payments of offering cost				$ 5,790,750
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination				50.00%
Due to Related Parties, Current				$ 300,130			$ 0
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of offering cost				25,000
Proceeds from related party				300,000
Advance from related party				114,000
Working Capital Loans [Member]
Subsidiary, Sale of Stock [Line Items]
Due to Related Parties, Current				$ 0			$ 0
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity, redemption price per share				$ 10.00
Per share amount to be maintained in the trust account				10.00
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Per share amount to be maintained in the trust account				$ 10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share		$ 10.00
Proceeds from initial public offer		$ 320,000,000.0
Adjustments to Additional Paid in capital stock issuance costs		18,100,000
Deferred underwriting commissions		$ 11,200,000
Reimbursement of underwriting expenses	$ 640,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right issue of warrants for the period				1,040,000
Class of warrants or rights issue price per share				$ 10.00
Proceeds from issuance of private placement				$ 10,400,000
Subsequent Event [Member] \| Working Capital Loans [Member]
Subsidiary, Sale of Stock [Line Items]
Debt instrument face amount					$ 2,000,000.0
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued During period shares new shares			32,000,000
Temporary equity, redemption price per share				$ 10.00			$ 10.00
Percentage of the public shareholding eligible for transfer without restrictions						15.00%
Percentage of the public shareholding to be redeemed in case the business combination is not consummated				100.00%
Common Class A [Member] \| IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued During period shares new shares		32,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued During period shares new shares		4,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Reconciliation Class A Ordinary shares (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Reconciliation Of Common Stock From Equity Statement To Balance Sheet [Line Items]
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	$ 320,000,000	$ 320,000,000
Common Stock Class A Subject To Possible Redemption [Member]
Reconciliation Of Common Stock From Equity Statement To Balance Sheet [Line Items]
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	307,410,580
Accretion of carrying value to redemption value	12,589,420
Class A ordinary shares subject to possible redemption	$ 320,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$ 4,863		$ 5,932
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	32,000,000		32,000,000
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$ 0.00		$ 0.00
Numerator: Net Loss minus Net Earnings
Net loss	$ (2,512,146)	$ (523,923)	$ (3,036,069)
Denominator: weighted average non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares	9,040,000		8,262,320
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$ (0.28)		$ (0.37)
Class A ordinary shares subject to possible redemption
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$ 4,863		$ 5,932
Net income attributable to Class A ordinary shares subject to possible redemption	$ 4,863		$ 5,932
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	32,000,000		32,000,000
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$ 0.00		$ 0.00
Numerator: Net Loss minus Net Earnings
Net income allocable to Class A ordinary shares subject to possible redemption	$ 4,863		$ 5,932
Non-redeemable ordinary shares
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Net income attributable to Class A ordinary shares subject to possible redemption	4,863		5,932
Numerator: Net Loss minus Net Earnings
Net loss	(2,512,146)		(3,036,069)
Net income allocable to Class A ordinary shares subject to possible redemption	4,863		5,932
Non-redeemable net loss	$ (2,517,009)		$ (3,042,001)
Denominator: weighted average non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares	9,040,000		8,262,320
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$ (0.28)		$ (0.37)

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Cash equivalents	$ 0	$ 0
Federal depository insurance coverage	$ 250,000
Investment in trading securities maturity period	185 days
Unrecognized tax benefits	$ 0
Unrecognized tax benefits, accrued interest and penalties	$ 0
Class A ordinary shares subject to possible redemption
Class A Common stock,subject to possible redemption, shares	32,000,000

Initial Public Offering - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Apr. 22, 2021	Mar. 11, 2021	Mar. 31, 2021	Jun. 30, 2021
Initial Public Offering [Line Items]
Sale of stock issue price per share				$ 10.00
Proceeds from issuance initial public offering				$ 320,000,000
Adjustments to Additional Paid in capital stock issuance costs			$ 17,471,641
Deferred underwriting commissions				$ 11,200,000
IPO [Member]
Initial Public Offering [Line Items]
Sale of stock issue price per share		$ 10.00
Proceeds from issuance initial public offering		$ 320,000,000.0
Adjustments to Additional Paid in capital stock issuance costs		18,100,000
Deferred underwriting commissions		$ 11,200,000
Reimbursement of underwriting expenses	$ 640,000
IPO [Member] \| Affiliated Shares [Member] \| Directors and Officers [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		112,500
Common Class A [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares			32,000,000
Common Class A [Member] \| IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		32,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		4,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)						3 Months Ended	6 Months Ended
	Mar. 15, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Dec. 14, 2020	Jun. 30, 2021	Jun. 30, 2021	Aug. 04, 2021	Mar. 11, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Payments of offering cost							$ 5,790,750
Proceeds from issuance of private placement							10,400,000
Repayments of related party notes							413,562
Due to related parties current						$ 300,130	$ 300,130			$ 0
Private Placement [Member]
Related Party Transaction [Line Items]
Class of warrants or rights issue price per share						$ 10.00	$ 10.00
Proceeds from issuance of private placement							$ 10,400,000
Class of warrant or right issue of warrants for the period						1,040,000	1,040,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Period after consummation of business combination within which shares shall not be transferred							150 days
Founder Shares [Member] \| Restriction Period One [Member]
Related Party Transaction [Line Items]
Period after consummation of business combination within which shares shall not be transferred							1 year
Share price						$ 12.00	$ 12.00
Number of consecutive trading days for determining the share price							20 days
Number of trading days							30 days
Founder Shares [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Common stock, shares subject to possible redemption						1,000,000	1,000,000
Percentage of common stock outstanding after IPO						20.00%	20.00%
Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock, shares subject to possible redemption									1,000,000
Sponsor [Member]
Related Party Transaction [Line Items]
Payments of offering cost							$ 25,000
Related party expense for administrative services							260,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount					$ 300,000
Long term borrowings									$ 300,000
Repayments of related party notes	$ 414,000
Advance from related party						$ 114,000	114,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Due to related parties current						$ 0	0			$ 0
Working Capital Loans [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt instrument face amount								$ 2,000,000.0
Working Capital Loans [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Debt instrument conversion amount							$ 2,000,000.0
Debt conversion price per share						$ 10.00	$ 10.00
Administrative Support Agreements [Member]
Related Party Transaction [Line Items]
Related party transaction amount of transaction							$ 10,000
Related party expense for administrative services							40,000
Administrative Support Agreements [Member] \| General And Administrative Expense One [Member]
Related Party Transaction [Line Items]
Related party expense for administrative services						$ 30,000	$ 40,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						8,000,000	8,000,000			8,000,000	8,000,000
Common Class B [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Share dividend				$ 12,125,000
Shares surrendered		2,000,000	5,000,000
Common stock, shares outstanding						8,000,000	8,000,000
Common Class B [Member] \| Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period, founder shares					2,875,000
Payments of offering cost					$ 25,000

Commitments and Contingencies - Additional Information (Detail) - USD ($)		3 Months Ended	6 Months Ended
	Apr. 22, 2021	Mar. 31, 2021	Jun. 30, 2021
CommitmentsAndContingenciesDisclosure [Line Items]
Deferred underwriting commissions			$ 11,200,000
Shares issued, value		$ 320,000,000
Underwriting Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Additional public share issued under over allotment option			4,000,000
Underwriting discount per unit			$ 0.20
Underwriting discount			$ 4,600,000
Deferred underwriting commissions per unit			$ 0.35
Deferred underwriting commissions			$ 11,200,000
Forward Purchase Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Shares issued, value			$ 150,000,000
Shares issued, price per share			$ 10.00
Additional public share issued under forward purchase agreement			$ 50,000,000
Additional public share issued under forward purchase agreement, shares			5,000,000
IPO [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Reimbursement Of Expenses In Connection With Initial Public Offer	$ 640,000
Over-Allotment Option [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Underwriters option vesting period			45 days

Shareholders' Equity - Additional Information (Detail) - USD ($)					3 Months Ended	6 Months Ended
	Mar. 11, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 14, 2020	Dec. 31, 2019
Preferred stock, shares authorized						1,000,000	1,000,000
Preferred stock, no par value						$ 0.0001	$ 0.0001
Preferred stock, shares issued						0	0
Preferred stock, shares outstanding						0	0
Common stock, conversion ratio, percent						20.00%
Common Class A [Member]
Common stock, shares authorized						200,000,000	200,000,000
Common stock, no par value						$ 0.0001
Common stock, voting rights						one vote
Common stock, shares outstanding						1,040,000	0
Common stock, shares, issued						1,040,000	0
Common stock subject to repurchase, shares					30,741,058
Common Class B [Member]
Common stock, shares authorized						20,000,000	20,000,000
Common stock, no par value						$ 0.0001
Common stock, voting rights						one vote
Common stock, shares outstanding						8,000,000	8,000,000		8,000,000
Common stock, shares, issued						8,000,000	8,000,000	2,875,000
Common stock subject to repurchase, shares				12,125,000
Common stock subject to repurchase		$ 0	$ 0
Common Class B [Member] \| Sponsor [Member]
Common stock, shares outstanding						8,000,000
Common stock subject to repurchase, shares		2,000,000	5,000,000			8,000,000
Common Class B [Member] \| Founder Shares [Member]
Ordinary shares were subject to forfeiture	1,000,000
Common Class B [Member] \| Over-Allotment Option [Member]
Common stock subject to repurchase						$ 0
Ordinary shares were subject to forfeiture						1,000,000
Percentage of increase in ordinary shares issued						20.00%
Percentage of increase in ordinary shares outstanding						20.00%

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail)	Jun. 30, 2021 USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 320,005,932
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	0
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 0

Revision to Prior Period Financial Statements - Summary of Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets	$ 324,000,881		$ 132,904
Total liabilities	14,102,437		126,750
Class A ordinary shares subject to possible redemption	320,000,000	$ 320,000,000
Total shareholders' equity	$ (10,101,556)	5,000,010	$ 6,154
As Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		324,159,830
Total liabilities		11,749,240
Class A ordinary shares subject to possible redemption		307,410,580
Total shareholders' equity		5,000,010
Revision [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption		12,589,420
Total shareholders' equity		(12,589,420)
If Revised [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total assets		324,159,830
Total liabilities		11,749,240
Class A ordinary shares subject to possible redemption		320,000,000
Total shareholders' equity		$ (7,589,410)

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

+ References

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Revision to Prior Period Financial Statements - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Temporary equity, redemption price per share		$ 10.00
Networth needed post business combination	$ 5,000,001	$ 5,000,001
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021	$ 320,000,000	$ 320,000,000