0001193125-22-017174 | 10-Q/A | XBRL Viewer

Note payable - related party

324,159,830

132,904

Current liabilities:

Accounts payable

59,008

9,000

Accrued expenses

473,506

100,000

Due to related party

16,726

17,750

Total current liabilities

549,240

126,750

Deferred underwriting commissions

11,200,000

Commitments and Contingencies

11,749,240

126,750

Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 and 0 shares issued and outstanding at $10.00 per share as of March 31, 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

24,200

(7,590,314)

(18,846)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)

(7,589,410)

6,154

324,159,830

132,904

Common Class A [Member]

Current liabilities:

Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 and 0 shares issued and outstanding at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively

320,000,000

Shareholders' Equity

104

104

Common Class B [Member]

Shareholders' Equity

^[1],[2]

800

$ 800

[1]

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. (see Note 4)

[2]

This number included up to 1,000,000 Class B ordinary shares (other than the founder shares transferred to the two independent directors) subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. 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. (see Note 4)

Condensed Balance Sheets (Parenthetical) - $ / shares	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 31, 2021	Mar. 11, 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 stock, shares authorized				200,000,000
Minimum [Member]
Temporary equity, redemption price per share				$ 10.00
Shares Subject to Forfeiture [Member] \| Over-Allotment Option [Member]
Temporary equity, shares subject to possible redemption					0
Common Class A [Member]
Temporary equity, shares subject to possible redemption, par value				$ 0.0001		$ 0.0001
Temporary Equity, Shares Issued				32,000,000		32,000,000
Temporary equity, shares subject to possible redemption				0		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
Shares, outstanding				1,040,000		0
Common Class A [Member] \| Shares Subject to Forfeiture [Member]
Temporary equity, shares subject to possible redemption				1,000,000
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
Common stock dividends, shares			12,125,000
Shares, outstanding		8,000,000		8,000,000		8,000,000
Common Class B [Member] \| Sponsor [Member]
Common stock, shares outstanding				8,000,000
Common Class B [Member] \| Sponsor [Member] \| Minimum [Member]
Stock repurchased during period, shares		5,000,000
Common Class B [Member] \| Sponsor [Member] \| Maximum [Member]
Stock repurchased during period, shares	2,000,000

Condensed Statement of Operations	3 Months Ended
Condensed Statement of Operations	Mar. 31, 2021 USD ($) $ / shares shares
Income Statement [Abstract]
General and administrative expenses	$ 508,266
General and administrative expenses - related party	16,726
Loss from operations	(524,992)
Income from investments held in Trust Account	1,069
Net loss	$ (523,923)
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption \| shares	7,466,667
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption \| $ / shares	$ (0.04)
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares \| shares	7,476,000
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares \| $ / shares	$ (0.04)

Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - 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 private placement shares to Sponsor in private placement, net of offering costs	10,383,883	$ 104	$ 0	10,383,779
Sale of private placement shares to Sponsor in private placement, net of offering costs (shares)		1,040,000	0
Accretion of Class A ordinary shares subject to redemption	(17,455,524)			(10,407,979)	(7,047,545)
Net loss	(523,923)				(523,923)
Ending balance at Mar. 31, 2021	$ (7,589,410)	$ 104	$ 800	$ 0	$ (7,590,314)
Ending balance (shares) at Mar. 31, 2021		1,040,000	8,000,000

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

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.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Summary of Significant Accounting Policies

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (523,923)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account	(1,069)
General and adminsitrative expenses paid by related party under note payable	44,617
Changes in operating assets and liabilities:
Prepaid expenses	(1,422,818)
Due from related party	(84,054)
Accounts payable	1,029
Accrued expenses	399,939
Due to related party	16,726
Net cash used in operating activities	(1,569,553)
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	(6,430,750)
Net cash provided by financing activities	323,555,688
Net increase in cash	1,986,135
Cash - beginning of the period
Cash - end of the period	1,986,135
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	57,979
Offering costs included in accrued expenses	73,567
Offering costs paid by related party under note payable	322,595
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
Underwriters' reimbursements in connection with the offering in accounts receivable	$ 640,000

Description of Organization and Business Operations	3 Months Ended
Description of Organization and Business Operations	Mar. 31, 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 March 31, 2021, the Company had not yet commenced operations. All activity for the period from December 11, 2020 (inception) through March 31, 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 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 7). These Public Shares are 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 March 31, 2021, the Company had approximately $2.0 million in its operating bank account and working capital of approximately $3.6 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 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). To date, there were no amounts outstanding under any 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.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Note 2 — 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 only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

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 March 31, 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 Coverage limit of $250,000 and investments held in the Trust Account. As of March 31, 2021, the Company has 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 solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations.

Fair Value Measurements

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

•

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

•

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

•

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

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 March 31, 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. 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, a

the

Initial Public

Offering and as of March 31, 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 condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount 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

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 31, 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 Loss per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding for the respective period. Non-redeemable ordinary shares include Founder Shares and Private Placement Shares as these shares do not have any redemption features.

Accretion associated with the

redeemable

Class A ordinary shares is excluded from

earnings

per share as the redemption value approximates fair value.

The table below presents a

reconciliation

of the

numerator

and denominator used to compute basic

and

diluted net loss per ordinary share:


	For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non-redeemable ordinary shares
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.04	)	$	(0.04	)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“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	3 Months Ended
Initial Public Offering	Mar. 31, 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	3 Months Ended
Related Party Transactions	Mar. 31, 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. 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, as such are considered non-redeemable and presented as permanent equity (deficit) in the Company’s condensed balance sheet. 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. The Company incurred $10,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statement of operations for the three months end March 31, 2021. As of March 31, 2021, the full amount is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets. 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. The Company incurred $7,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statement of operations for the three months end March 31, 2021. As of March 31, 2021, the full amount is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 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. 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. 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. 31, 2021

Temporary Equity Disclosure [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note 6 — 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 31, 2021, there were 32,000,000 Class A ordinary shares outstanding that were subject to possible redemption. There were no Class A ordinary shares issued and outstanding at December 31, 2020.

As of March 31, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table:


	As of March 31, 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. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity (Deficit)	Note 7 — 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 31, 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 March 31, 2021, there were 33,040,000 Class A issued and ordinary shares outstanding, of which 32,000,000 Class A ordinary shares were subject to possible redemption, and classified outside of permanent equity (deficit) in the unaudited condensed balance sheet (see Note 6). There were no Class A ordinary shares issued or 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 March 31, 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.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8 — 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 March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account	$	320,001,069		—		—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the three months ended March 31, 2021.

Accounting Changes and Error Corrections [Abstract]

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

Restatement of Previously Reported Financial Statements

3 Months Ended

Mar. 31, 2021

Restatement of Previously Reported Financial Statements

Note 9 — Restatement of Previously Reported Financial Statements

Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 9, 2021, 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 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 fr

m the initial book value to redemption value. 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 (deficit). Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares for the affected periods. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial information 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 tables contain unaudited quarterly financial information for the quarterly period ended March 31, 2021 that has been updated to reflect the restatement. The restatement had no impact on net loss, net cash flows from operating, investing or financing activities. The financial information that has been previously filed or otherwise reported for the quarterly period ended March 31, 2021 is superseded by the information in this Quarterly Report, and should no longer be relied upon.

The change

in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately

1.3

million Class A ordinary shares from permanent equity to temporary equity.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021:


As of March 31, 2021	As Previously Reported			Adjustment			As Restated
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
Preference shares		—			—			—
Class A ordinary shares		230			(126	)		104
Class B ordinary shares		800			—			800
Additional paid-in capital		5,541,749			(5,541,749	)		—
Accumulated deficit		(542,769	)		(7,047,545	)		(7,590,314	)

Total shareholders’ equity (deficit)	$	5,000,010		$	(12,589,420	)	$	(7,589,410	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	324,159,830		$	—		$	324,159,830

The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts for the three months ended March 31, 2021 in the table below:


Statement of Shareholders’ Equity (Deficit) as of March 31, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Sale of Class A ordinary shares in initial public offering, gross	$	320,000,000		$	(320,000,000	)	$	—
Offering costs	$	(17,471,641	)	$	17,471,641		$	—
Sale of private placement shares to Sponsor in private placement	$	10,400,000		$	(10,400,000	)	$	—
Shares subject to possible redemption	$	(307,410,580	)	$	307,410,580		$	—
Sale of private placement shares to Sponsor in private placement, net of offering costs	$	—		$	10,383,883		$	10,383,883
Accretion of Class A ordinary shares subject to redemption	$	—		$	(17,455,524	)	$	(17,455,524	)

Total shareholders’ equity (deficit)	$	5,000,010		$	(12,589,420	)	$	(7,589,410	)

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:


Form 10-Q: Three Months Ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$	307,243,740	$	(307,243,740	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	166,840	$	(166,840	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three months ended March 31, 2021:


	EPS for Class A ordinary shares
	As Previously Reported			Adjustment			As Restated
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Weighted average shares outstanding		30,725,168			(23,258,501	)		7,466,667
Basic and diluted earnings per ordinary share	$	—		$	(0.04	)	$	(0.04	)

	EPS for Class B ordinary shares
	As Reported			Adjustment			As Restated
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Weighted average shares outstanding		7,773,461			(297,461	)		7,476,000
Basic and diluted earnings per ordinary share	$	(0.07	)	$	0.03		$	(0.04	)

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)(2)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (g)(1)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-URI http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (j)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-URI http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(3)
-URI http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=122150657&loc=SL122150809-237846

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)
-URI http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (c)

Cash and Cash Equivalents

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

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

the

Initial Public

Offering and as of March 31, 2021

Income Taxes

more-likely-than-not

Net Loss per Ordinary Shares

Accretion associated with the

redeemable

Class A ordinary shares is excluded from

earnings

per share as the redemption value approximates fair value.

The table below presents a

reconciliation

of the

numerator

and denominator used to compute basic

and

diluted net loss per ordinary share:


	For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non-redeemable ordinary shares
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.04	)	$	(0.04	)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

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

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“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.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

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

The table below presents a

reconciliation

of the

numerator

and denominator used to compute basic

and

diluted net loss per ordinary share:


	For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non-redeemable ordinary shares
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.04	)	$	(0.04	)

Class A Ordinary Shares Subject to Possible Redemption (Tables)

3 Months Ended

Mar. 31, 2021

Temporary Equity Disclosure [Abstract]

Summary of Class A ordinary shares unaudited condensed balance sheet

As of March 31, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table:


	As of March 31, 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

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 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	$	320,001,069		—		—

Restatement of Previously Reported Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments


As of March 31, 2021	As Previously Reported			Adjustment			As Restated
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
Preference shares		—			—			—
Class A ordinary shares		230			(126	)		104
Class B ordinary shares		800			—			800
Additional paid-in capital		5,541,749			(5,541,749	)		—
Accumulated deficit		(542,769	)		(7,047,545	)		(7,590,314	)

Total shareholders’ equity (deficit)	$	5,000,010		$	(12,589,420	)	$	(7,589,410	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	324,159,830		$	—		$	324,159,830


Statement of Shareholders’ Equity (Deficit) as of March 31, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Sale of Class A ordinary shares in initial public offering, gross	$	320,000,000		$	(320,000,000	)	$	—
Offering costs	$	(17,471,641	)	$	17,471,641		$	—
Sale of private placement shares to Sponsor in private placement	$	10,400,000		$	(10,400,000	)	$	—
Shares subject to possible redemption	$	(307,410,580	)	$	307,410,580		$	—
Sale of private placement shares to Sponsor in private placement, net of offering costs	$	—		$	10,383,883		$	10,383,883
Accretion of Class A ordinary shares subject to redemption	$	—		$	(17,455,524	)	$	(17,455,524	)

Total shareholders’ equity (deficit)	$	5,000,010		$	(12,589,420	)	$	(7,589,410	)


Form 10-Q: Three Months Ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$	307,243,740	$	(307,243,740	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	166,840	$	(166,840	)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three months ended March 31, 2021:


	EPS for Class A ordinary shares
	As Previously Reported			Adjustment			As Restated
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Weighted average shares outstanding		30,725,168			(23,258,501	)		7,466,667
Basic and diluted earnings per ordinary share	$	—		$	(0.04	)	$	(0.04	)

	EPS for Class B ordinary shares
	As Reported			Adjustment			As Restated
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Weighted average shares outstanding		7,773,461			(297,461	)		7,476,000
Basic and diluted earnings per ordinary share	$	(0.07	)	$	0.03		$	(0.04	)

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended
	Apr. 22, 2021	Mar. 11, 2021	Mar. 31, 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
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%
Networth needed post business combination			$ 5,000,001
Estimated expenses payable on dissolution			100,000
Cash			2,000,000.0
Working capital			3,600,000
Payments of offering cost			$ 6,430,750
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination			50.00%
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
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
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offer			$ 320,000,000
Temporary equity, redemption price per share			$ 10.00		$ 10.00
Percentage of the public shareholding to be redeemed in case the business combination is not consummated			100.00%
Payments of offering cost			$ 17,455,524
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
Common Class A [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of the public shareholding eligible for transfer without restrictions				15.00%

Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator:
Allocation of net loss \| $	$ (523,923)
Denominator:
Basic and diluted weighted average ordinary share outstanding \| shares	7,466,667
Basic and diluted net loss per ordinary share \| $ / shares	$ (0.04)
Class A ordinary shares subject to possible redemption
Numerator:
Allocation of net loss \| $	$ (261,798)
Denominator:
Basic and diluted weighted average ordinary share outstanding \| shares	7,466,667
Basic and diluted net loss per ordinary share \| $ / shares	$ (0.04)
Non-redeemable ordinary shares
Numerator:
Allocation of net loss \| $	$ (262,125)
Denominator:
Basic and diluted weighted average ordinary share outstanding \| shares	7,476,000
Basic and diluted net loss per ordinary share \| $ / shares	$ (0.04)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 31, 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
	Apr. 22, 2021	Mar. 11, 2021	Mar. 31, 2021
Initial Public Offering [Line Items]
Sale of stock issue price per share			$ 10.00
Proceeds from issuance initial public offering			$ 320,000,000
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]
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		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
	Mar. 15, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Dec. 14, 2020	Mar. 31, 2021	Mar. 11, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Payments of offering cost						$ 6,430,750
Proceeds from issuance of private placement						10,400,000
Repayments of related party notes						413,562
Due to related parties current						$ 16,726
Private Placement [Member]
Related Party Transaction [Line Items]
Class of warrants or rights issue price per share						$ 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
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]
Related Party Transaction [Line Items]
Payments of offering cost						$ 25,000
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
Administrative Support Agreements [Member] \| General And Administrative Expense One [Member]
Related Party Transaction [Line Items]
Related party expense for administrative services						10,000
Administrative Support Agreements [Member] \| General And Administrative Expense Two [Member]
Related Party Transaction [Line Items]
Related party expense for administrative services						$ 7,000
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, founder shares						0
Common stock, shares outstanding						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
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. 31, 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	$ 4,600,000
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. 31, 2021 USD ($)
Gross proceeds	$ 320,000,000
Class A ordinary shares issuance costs	(6,430,750)
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

Error Corrections and Prior Period Adjustments Restatement [Line Items]

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) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000
Common stock, no par value	$ 0.0001
Common stock, voting rights	one vote
Common Class A [Member]
Temporary Equity [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, no par value	$ 0.0001
Common stock, voting rights	one vote
Temporary equity, shares issued	32,000,000	32,000,000
Temporary Equity, Shares Outstanding	0	0
Common Class A [Member] \| Common Stock [Member]
Temporary Equity [Line Items]
Temporary equity, shares issued		0
Temporary Equity, Shares Outstanding	32,000,000	0

Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($)					3 Months Ended
	Mar. 11, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 31, 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, 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%
Over-Allotment Option [Member] \| Founder Shares [Member]
Temporary equity, shares subject to possible redemption	1,000,000
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
Temporary equity, shares subject to possible redemption					0	0
Common stock, shares, issued					1,040,000	0
Common Class A [Member] \| Common Stock [Member]
Temporary equity, shares subject to possible redemption					32,000,000	0
Common stock, shares, issued					33,040,000
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
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)	Mar. 31, 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	$ 320,001,069
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

Restatement of Previously Reported Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($)

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

$ 324,159,830

$ 132,904

Class A ordinary shares subject to possible redemption

11,749,240

126,750

320,000,000

24,200

(7,590,314)

(18,846)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)

(7,589,410)

6,154

324,159,830

132,904

Sale of private placement shares to Sponsor in private placement, net of offering costs

(17,455,524)

$ 10,383,883

Supplemental Disclosure of Noncash Financing Activities:

7,466,667

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ (0.04)

Common Class A [Member]

Class A ordinary shares subject to possible redemption

$ 320,000,000

104

Sale of private placement shares to Sponsor in private placement, net of offering costs

104

104

Common Class B [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

^[1],[2]

800

Sale of private placement shares to Sponsor in private placement, net of offering costs

800

$ 800

As Previously Reported

Error Corrections and Prior Period Adjustments Restatement [Line Items]

324,159,830

Class A ordinary shares subject to possible redemption

11,749,240

307,410,580

5,541,749

(542,769)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)

5,000,010

324,159,830

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

307,243,740

Change in value of Class A ordinary shares subject to possible redemption

166,840

As Previously Reported | Shareholder Equity [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Sale of Class A ordinary shares in initial public offering, gross

5,000,010

320,000,000

Offering costs

(17,471,641)

Sale of private placement shares to Sponsor in private placement

10,400,000

Sale of private placement shares to Sponsor in private placement, net of offering costs

(307,410,580)

Accretion of Class A ordinary shares subject to redemption

As Previously Reported | Common Class A [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ 230

30,725,168

As Previously Reported | Common Class B [Member]

$ 0

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ 800

7,773,461

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ (0.07)

Adjustment

Class A ordinary shares subject to possible redemption

$ 12,589,420

(5,541,749)

(7,047,545)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)

(12,589,420)

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

(307,243,740)

Change in value of Class A ordinary shares subject to possible redemption

(166,840)

Adjustment | Shareholder Equity [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Sale of Class A ordinary shares in initial public offering, gross

(12,589,420)

(320,000,000)

Offering costs

17,471,641

Sale of private placement shares to Sponsor in private placement

(10,400,000)

Sale of private placement shares to Sponsor in private placement, net of offering costs

307,410,580

10,383,883

Accretion of Class A ordinary shares subject to redemption

(17,455,524)

Adjustment | Common Class A [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ (126)

(23,258,501)

Adjustment | Common Class B [Member]

$ (0.04)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ 0

(297,461)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0.03

As Restated

$ 324,159,830

Class A ordinary shares subject to possible redemption

11,749,240

320,000,000

(7,590,314)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)

(7,589,410)

324,159,830

Supplemental Disclosure of Noncash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

Change in value of Class A ordinary shares subject to possible redemption

As Restated | Shareholder Equity [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Sale of Class A ordinary shares in initial public offering, gross

(7,589,410)

Offering costs

Sale of private placement shares to Sponsor in private placement

Sale of private placement shares to Sponsor in private placement, net of offering costs

10,383,883

Accretion of Class A ordinary shares subject to redemption

(17,455,524)

As Restated | Common Class A [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ 104

7,466,667

As Restated | Common Class B [Member]

$ (0.04)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Supplemental Disclosure of Noncash Financing Activities:

$ 800

7,476,000