0001193125-22-017170 | 8-K/A | XBRL Viewer

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Cover Page	Jan. 25, 2022
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	Jan. 25, 2022
Entity Registrant Name	SVF INVESTMENT CORP. 3
Entity File Number	001-40175
Entity Central Index Key	0001837240
Entity Incorporation, State or Country Code	E9
Trading Symbol	SVFC
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	98-1572401
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	650
Local Phone Number	562 - 8100
Title of 12(b) Security	Class A Ordinary Shares, $0.0001 par value
Security Exchange Name	NASDAQ
Amendment Description	Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 9, 2021, SVF Investment Corp. 3 (the “Company”), having performed further assessment, concluded that, effective with its financial statements for quarterly period ended September 30, 2021, it should restate its prior filed financial information as of March 11, 2021 (Post IPO Balance Sheet as defined below) and for the period ended March 31, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity and to recognize the accretion from the initial book value to the redemption value, and it should restate its prior filed financial information for the period ended June 30, 2021, to correct the recognition of the accretion from the initial book value to redemption value. In accordance with guidance on redeemable equity instruments 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. Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued audited balance sheet as of March 11, 2021 (the “Post IPO Balance Sheet”) and the audit report of Marcum LLP included in the Current Report on Form 8-K containing the Post IPO Balance Sheet, filed with the SEC on March 17, 2021 (the “Original Form 8-K”), should be restated to classify all Class A ordinary shares subject to possible redemption in temporary equity and should no longer be relied upon. As such, the Company will restate the Post IPO Balance Sheet. Considering such restatement, such financial statements, as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Audit Committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm. The financial statements and related financial information that was included in the Original Form 8-K is superseded by the financial information in this Form 8-K/A, and the financial statements and related financial information contained in the Original Form 8-K should no longer be relied upon. On November 30, 2021, the Company filed a Current Report on Form 8-K disclosing the Audit Committee’s conclusion that the IPO Balance Sheet should no longer be relied upon. This First Amendment on Form 8-K/A sets forth the Original Form 8-K in its entirety, as amended to reflect the restatement. The following item has been amended as a result of the restatement. Exhibit No. 99.1, “Audited Balance Sheet as of March 11, 2021” Refer to Note 9, Restatement of previously filed Balance Sheet of this Form 8-K/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s balance sheet as of March 11, 2021.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Address, Country	US

Condensed Balance Sheets	Mar. 11, 2021 USD ($)
Current assets:
Cash	$ 4,000,000
Prepaid expenses	19,600
Total current assets	4,019,600
Cash held in Trust Account	320,000,000
Total Assets	324,019,600
Current liabilities:
Accounts payable	57,979
Accrued expenses	104,317
Note payable - related party	413,562
Total current liabilities	575,858
Deferred underwriting commissions	11,200,000
Total liabilities	11,775,858
Commitments and Contingencies
Class A ordinary shares subject to possible redemption,$0.0001 par value; 32,000,000 shares issued and outstanding at $10.00 per share	320,000,000
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0
Accumulated deficit	(7,757,162)
Total shareholders' deficit	(7,756,258)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	324,019,600
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption,$0.0001 par value; 32,000,000 shares issued and outstanding at $10.00 per share	320,000,000
Shareholders' Equity
Common Stock, Value, Issued	104
Common Class B [Member]
Shareholders' Equity
Common Stock, Value, Issued	$ 800

Condensed Balance Sheets (Parenthetical)	Mar. 11, 2021 $ / shares shares
Temporary equity, redemption price per share \| $ / shares	$ 10.00
Preferred stock par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares authorized	200,000,000
Common Class A [Member]
Temporary equity, shares subject to possible redemption, par value \| $ / shares	$ 0.0001
Temporary Equity, Shares Issued	32,000,000
Temporary equity, shares subject to possible redemption	32,000,000
Common stock, shares authorized	200,000,000
Common stock, shares, issued	33,040,000
Common stock, shares outstanding	33,040,000
Common Class A [Member] \| Not Subject To Redemption [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares, issued	1,040,000
Common stock, shares outstanding	1,040,000
Common Class B [Member]
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares, issued	8,000,000
Common stock, shares outstanding	8,000,000

Description of Organization, Business Operations and Going Concern	3 Months Ended
	Mar. 11, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN 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 March 11, 2021, the Company had not yet commenced operations. All activity for the period from December 11, 2020 (inception) through March 11, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is 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. 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 $11.2 million was for deferred underwriting commissions (see Note 6). 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 of 1940, as amended, or 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 were recorded at a redemption value and classified as temporary equity, 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 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. Going Concern and Management’s Plan Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period or time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financials are issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global 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 this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 11, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 11, 2021. Cash Held in Trust Account As of March 11, 2021, the Company had $320.0 million in cash held in the Trust Account. Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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. 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) Accounting Standards Codification (ASC) 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated between the private placement shares and the public shares based on a relative fair value basis, compared to total proceeds received. Additionally, at the Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated to the private placement shares were charged against shareholders’ equity (deficit). Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 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 (deficit). 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 March 11, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount 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. Income Taxes The Company complies with the accounting and reporting requirements of 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 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 March 11, 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 11, 2021
Equity [Abstract]
Initial Public Offering	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 $11.2 million was for deferred underwriting commissions. 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”).

Private Placement	3 Months Ended
Private Placement	Mar. 11, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT 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, as such are considered non-redeemable and presented as permanent equity (deficit) in the Company’s condensed balance sheet.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 11, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. 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. 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 were 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. 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 March 11, 2021, the Company had no borrowings under the 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. 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.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 11, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. 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 have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 4,000,000 additional Class A ordinary 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 $6.4 million in the, aggregate paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $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. 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 provided 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. The Forward Purchase Agreement should be classified within shareholders’ equity (deficit), and the Forward Purchase Agreement is considered indexed to the Company’s own share under ASC Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity. As such, the Forward Purchase Agreement meets the scope exception in ASC 815-10-15-74(a) to derivative accounting and; therefore, the Forward Purchase Agreement should be classified in shareholders’ equity (deficit).

Class A Ordinary Shares Subject to Possible Redemption

3 Months Ended

Mar. 11, 2021

Temporary Equity Disclosure [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note

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. 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 March 11, 2021, there were 32,000,000 Class A ordinary shares outstanding that were subject to possible redemption.

As of March 11, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table:


	As of March 11, 2021
Gross proceeds	$	320,000,000
Less:
Class A ordinary shares issuance costs		(17,455,524	)
Plus:
Accretion of carrying value to redemption value		17,455,524

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

Shareholders' Equity (Deficit)	3 Months Ended
Shareholders' Equity (Deficit)	Mar. 11, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity (Deficit)	NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares —The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of March 11, 2021, 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 March 11, 2021, there were 33,040,000 Class A ordinary shares outstanding, of which 32,000,000 Class A ordinary shares were subject to possible redemption that were classified as temporary equity in the accompanying balance sheet (see Note 7). 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. 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). 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.

- 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.

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+ Details

Restatement of Previously Filed Balance Sheet

3 Months Ended

Mar. 11, 2021

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Filed Balance Sheet

NOTE 9. RESTATEMENT OF PREVIOUSLY FILED BALANCE SHEET

In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. As a result, the Company restated its previously filed balance sheet to present all redeemable Class A ordinary shares as temporary equity and to recognize a remeasurement adjustment from the initial book value to redemption value at the time of its Initial Public Offering.

The following table contains financial information as of March 11, 2021 that has been updated to reflect the restatement. The financial information that has been previously filed or otherwise reported as of March 11, 2021 is superseded by the information in this exhibit to the Company’s 8-K/A, and the balance sheet and related financial information as of March 11, 2021 contained in such previously filed report should no longer be relied upon:


As of March 11, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	324,019,600					$	324,019,600
Total liabilities	$	11,775,858					$	11,775,858
Class A ordinary shares subject to possible redemption		307,243,740			12,756,260			320,000,000
Preference shares		—			—			—
Class A ordinary shares		232			(128	)		104
Class B ordinary shares		800			—			800
Additional paid-in capital		5,068,587			(5,068,587	)		—
Accumulated deficit		(69,617	)		(7,687,545	)		(7,757,162	)
Total shareholders’ equity (deficit)	$	5,000,002		$	(12,756,260	)	$	(7,756,258	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	324,019,600		$	—		$	324,019,600

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 11, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS On March 15, 2021, the Company fully repaid the Note balance and the advance from the Sponsor, for a total of approximately $414,000. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 11, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 11, 2021.
Cash Held in Trust Account	Cash Held in Trust Account As of March 11, 2021, the Company had $320.0 million in cash held in the Trust Account.
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated between the private placement shares and the public shares based on a relative fair value basis, compared to total proceeds received. Additionally, at the Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated to the private placement shares were charged against shareholders’ equity (deficit). Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” 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 (deficit). 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 March 11, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount 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.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of 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 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 March 11, 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Class A Ordinary Shares Subject to Possible Redemption (Tables)

3 Months Ended

Mar. 11, 2021

Temporary Equity Disclosure [Abstract]

Summary of Class A ordinary shares unaudited condensed balance sheet

As of March 11, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table:


	As of March 11, 2021
Gross proceeds	$	320,000,000
Less:
Class A ordinary shares issuance costs		(17,455,524	)
Plus:
Accretion of carrying value to redemption value		17,455,524

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

Restatement of Previously Filed Balance Sheet (Tables)

3 Months Ended

Mar. 11, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments


As of March 11, 2021	As Previously Reported			Adjustment			As Restated
Total assets	$	324,019,600					$	324,019,600
Total liabilities	$	11,775,858					$	11,775,858
Class A ordinary shares subject to possible redemption		307,243,740			12,756,260			320,000,000
Preference shares		—			—			—
Class A ordinary shares		232			(128	)		104
Class B ordinary shares		800			—			800
Additional paid-in capital		5,068,587			(5,068,587	)		—
Accumulated deficit		(69,617	)		(7,687,545	)		(7,757,162	)
Total shareholders’ equity (deficit)	$	5,000,002		$	(12,756,260	)	$	(7,756,258	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	324,019,600		$	—		$	324,019,600

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 11, 2021	Mar. 11, 2021	May 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share	$ 10.00	$ 10.00
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	$ 10.00
Networth needed post business combination	$ 5,000,001	$ 5,000,001
Estimated expenses payable on dissolution	$ 100,000	$ 100,000
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination		50.00%
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity, redemption price per share	$ 10.00	$ 10.00
Per share amount to be maintained in the trust account	10.00	10.00
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Per share amount to be maintained in the trust account	10.00	10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share	$ 10.00	$ 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	$ 11,200,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right issue of warrants for the period	1,040,000	1,040,000
Class of warrants or rights issue price per share	$ 10.00	$ 10.00
Proceeds from issuance of private placement		$ 10,400,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offer		$ 320,000,000
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%	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

Summary of Significant Accounting Policies - Additional Information (Detail)	Mar. 11, 2021 USD ($) shares
Cash equivalents	$ 0
Federal depository insurance coverage	250,000
Unrecognized tax benefits	0
Unrecognized tax benefits, accrued interest and penalties	0
Cash held in Trust Account	$ 320,000,000
Class A ordinary shares subject to possible redemption
Class A Common stock,subject to possible redemption, shares \| shares	32,000,000

Initial Public Offering - Additional Information (Detail)		3 Months Ended
	Mar. 11, 2021 USD ($) $ / shares shares	Mar. 11, 2021 USD ($) $ / shares
Initial Public Offering [Line Items]
Sale of stock issue price per share \| $ / shares	$ 10.00	$ 10.00
Deferred underwriting commissions	$ 11,200,000	$ 11,200,000
IPO [Member]
Initial Public Offering [Line Items]
Sale of stock issue price per share \| $ / shares	$ 10.00	$ 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	$ 11,200,000
IPO [Member] \| Affiliated Shares [Member] \| Directors and Officers [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares \| shares	112,500
Common Class A [Member]
Initial Public Offering [Line Items]
Proceeds from issuance initial public offering		$ 320,000,000
Common Class A [Member] \| IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares \| shares	32,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares \| shares	4,000,000

Private Placement - Additional Information (Details) - Private Placement [Member] $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 11, 2021 USD ($) $ / shares shares
Private placement [Line Items]
Class of warrant or right issue of warrants for the period \| shares	1,040,000
Class of warrants or rights issue price per share \| $ / shares	$ 10.00
Proceeds from Issuance of Private Placement \| $	$ 10.4

Related Party Transactions - Additional Information (Detail) - USD ($)						3 Months Ended
	Mar. 15, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Dec. 14, 2020	Mar. 11, 2021
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
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
Percentage of common stock outstanding after IPO						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] \| 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
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Due to related parties current						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
Administrative Support Agreements [Member]
Related Party Transaction [Line Items]
Related party transaction amount of transaction						$ 10,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding						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
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)	3 Months Ended
	Mar. 11, 2021 USD ($) $ / shares shares
CommitmentsAndContingenciesDisclosure [Line Items]
Deferred underwriting commissions	$ 11,200,000
Underwriting Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Additional public share issued under over allotment option \| shares	4,000,000
Underwriting discount per unit \| $ / shares	$ 0.20
Underwriting discount	$ 6,400,000
Deferred underwriting commissions per unit \| $ / shares	$ 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 \| $ / shares	$ 10.00
Additional public share issued under forward purchase agreement	$ 50,000,000
Additional public share issued under forward purchase agreement, shares \| shares	5,000,000
Over-Allotment Option [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Underwriters option vesting period	45 days

Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Unaudited Condensed Balance Sheet (Detail)	3 Months Ended
	Mar. 11, 2021 USD ($)
Class A ordinary shares subject to possible redemption	$ 320,000,000
Common Class A [Member]
Gross proceeds	320,000,000
Class A ordinary shares issuance costs	(17,455,524)
Accretion of carrying value to redemption value	17,455,524
Class A ordinary shares subject to possible redemption	$ 320,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail)	3 Months Ended
	Mar. 11, 2021 $ / shares shares
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000
Common stock, no par value \| $ / shares	$ 0.0001
Common stock, voting rights	one vote
Common Class A [Member]
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000
Common stock, no par value \| $ / shares	$ 0.0001
Common stock, voting rights	one vote
Temporary Equity, Shares Outstanding	32,000,000

Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($)				3 Months Ended
	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 11, 2021	Dec. 14, 2020
Preferred stock, shares authorized				1,000,000
Preferred stock, no par value				$ 0.0001
Preferred stock, shares issued				0
Preferred stock, shares outstanding				0
Common stock, shares authorized				200,000,000
Common stock, no par value				$ 0.0001
Common stock, voting rights				one vote
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer [Member]
Common stock, conversion ratio, percent				20.00%
Common Class A [Member]
Common stock, shares authorized				200,000,000
Common stock, no par value				$ 0.0001
Common stock, voting rights				one vote
Common stock, shares outstanding				33,040,000
Temporary equity, shares subject to possible redemption				32,000,000
Common stock, shares, issued				33,040,000
Common Class A [Member] \| Common Stock [Member]
Temporary equity, shares subject to possible redemption				32,000,000
Common Class B [Member]
Common stock, shares authorized				20,000,000
Common stock, no par value				$ 0.0001
Common stock, voting rights				one vote
Common stock, shares outstanding				8,000,000
Common stock, shares, issued				8,000,000	2,875,000
Common stock subject to repurchase, shares			12,125,000
Common stock subject to repurchase				$ 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] \| Over-Allotment Option [Member]
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%

Restatement of Previously Reported Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Details)	Mar. 11, 2021 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	$ 324,019,600
Total liabilities	11,775,858
Class A ordinary shares subject to possible redemption	320,000,000
Preference shares
Additional paid-in capital	0
Accumulated deficit	(7,757,162)
Total shareholders' deficit	(7,756,258)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	324,019,600
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	320,000,000
Common Stock, Value, Issued	104
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	800
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	324,019,600
Total liabilities	11,775,858
Class A ordinary shares subject to possible redemption	307,243,740
Preference shares	0
Additional paid-in capital	5,068,587
Accumulated deficit	(69,617)
Total shareholders' deficit	5,000,002
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	324,019,600
As Previously Reported \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	232
As Previously Reported \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	800
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A ordinary shares subject to possible redemption	12,756,260
Preference shares	0
Additional paid-in capital	(5,068,587)
Accumulated deficit	(7,687,545)
Total shareholders' deficit	(12,756,260)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	0
Adjustment \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	(128)
Adjustment \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	0
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	324,019,600
Total liabilities	11,775,858
Class A ordinary shares subject to possible redemption	320,000,000
Preference shares	0
Additional paid-in capital	0
Accumulated deficit	(7,757,162)
Total shareholders' deficit	(7,756,258)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	324,019,600
As Restated \| Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	104
As Restated \| Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common Stock, Value, Issued	$ 800

Subsequent Events - Additional Information (Details)	Mar. 15, 2021 USD ($)
Sponsor [Member] \| Promissory Note [Member]
Subsequent Event [Line Items]
Repayments of related party notes	$ 414,000