0001193125-22-150005 | 10-Q | XBRL Viewer

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 13, 2022
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Registrant Name	SVF INVESTMENT CORP. 3
Entity File Number	001-40175
Entity Central Index Key	0001837240
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Trading Symbol	SVFC
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	98-1572401
Entity Interactive Data Current	Yes
Entity Address, Address Line One	1 Circle Star Way
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	562-8100
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		33,040,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		8,000,000

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 3,281,892	$ 812,884
Prepaid expenses, current	736,671	740,784
Total current assets	4,018,563	1,553,668
Investments held in Trust Account	320,043,033	320,016,430
Prepaid expenses, long term	0	138,105
Total Assets	324,061,596	321,708,203
Current liabilities:
Accounts payable	204,192	194,638
Accrued expenses	4,504,915	3,295,396
Due to related party	997,033	559,409
Working capital loan – related party	3,000,000	0
Total current liabilities	8,706,140	4,049,443
Deferred underwriting commissions	11,200,000	11,200,000
Total liabilities	19,906,140	15,249,443
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 shares issued and outstanding, at $10.00 per share as of March 31, 2022 and December 31, 2021	320,000,000	320,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		0
Accumulated deficit	(15,845,448)	(13,542,144)
Total shareholders' Deficit	(15,844,544)	(13,541,240)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	324,061,596	321,708,203
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 shares issued and outstanding, at $10.00 per share as of March 31, 2022 and December 31, 2021	320,000,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		0
Common Stock, Value, Issued	104	104
Common Class B [Member]
Shareholders' Deficit
Common Stock, Value, Issued	$ 800	$ 800

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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
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 outstanding	32,000,000	32,000,000
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	1,040,000
Common stock, shares outstanding	1,040,000	1,040,000
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

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
General and administrative expenses	$ 2,299,907	$ 508,266
General and administrative expenses – related party	30,000	16,726
Loss from operations	(2,329,907)	(524,992)
Income from investments held in Trust Account	26,603	1,069
Net loss	$ (2,303,304)	$ (523,923)
Shares Subject To Forfeiture [Member]
Basic and diluted weighted average shares outstanding	32,000,000	7,466,667
Basic and diluted net loss per ordinary share	$ (0.06)	$ (0.04)
Non Redeemable Ordinary Shares [Member]
Basic and diluted weighted average shares outstanding	9,040,000	7,476,000
Basic and diluted net loss per ordinary share	$ (0.06)	$ (0.04)

- Definition

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

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+ Details

Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($)	Total	Private Placement [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class A [Member] Private Placement [Member]	Common Stock [Member] Common Class B [Member]	Common Stock [Member] Common Class B [Member] Private Placement [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Private Placement [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		$ 10,383,883		$ 104	$ 0			$ 10,383,779
Sale of private placement shares to Sponsor in private placement (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 (shares) at Mar. 31, 2021			1,040,000		8,000,000
Ending balance at Mar. 31, 2021	(7,589,410)		$ 104		$ 800		0		(7,590,314)
Beginning balance at Dec. 31, 2021	(13,541,240)		$ 104		$ 800		0		(13,542,144)
Beginning balance (shares) at Dec. 31, 2021			1,040,000		8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net loss	(2,303,304)								(2,303,304)
Ending balance (shares) at Mar. 31, 2022			1,040,000		8,000,000
Ending balance at Mar. 31, 2022	$ (15,844,544)		$ 104		$ 800		$ 0		$ (15,845,448)

- Definition

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

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+ Details

- Definition

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

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+ Details

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
Condensed Statements of Cash Flows - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (2,303,304)	$ (523,923)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account	(26,603)	(1,069)
General and administrative expenses paid by related party under note payable		44,617
Changes in operating assets and liabilities:
Prepaid expenses	142,218	(1,422,818)
Due from related party		(84,054)
Accounts payable	9,554	1,029
Accrued expenses	1,209,519	399,939
Due to related party	437,624	16,726
Net cash used in operating activities	(530,992)	(1,569,553)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	0	(320,000,000)
Net cash used in investing activities	0	(320,000,000)
Cash Flows from Financing Activities:
Proceeds from working capital loan – related party	3,000,000
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	3,000,000	323,555,688
Net increase in cash	2,469,008	1,986,135
Cash – beginning of period	812,884	0
Cash – end of period	3,281,892	1,986,135
Supplemental disclosures of noncash investing and financing activities:
Offering costs included in accounts payable		57,979
Offering costs included in accrued expenses	70,000	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	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, 2022
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 (“Business Combination”). As of March 31, 2022, the Company had not yet commenced operations. All activities for the period from December 11, 2020 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s fiscal year end is December 31. The Company’s sponsor is SVF Sponsor III (DE) LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021. On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Class A ordinary shares (the “Public Shares”), including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $320.0 million, and incurring offering costs of approximately $18.1 million, of which approximately $11.2 million was for deferred underwriting commissions (see Note 5). On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,040,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $10.4 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds of the Private Placement Shares, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with Public Warrants, the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The ordinary shares subject to possible redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, 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 4) 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 wit h 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 5) 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. Proposed Business Combination On December 12, 2021, (a) the Company and Saturn Acquisition (DE) Corp. (“Merger Sub”), a wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Warehouse Technologies LLC (“Warehouse”) and Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse (“Symbotic Holdings”), and (b) Warehouse and Symbotic Holdings entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Company Merger Agreement”). If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby are adopted by the Company’s shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger (sometimes hereinafter referred to as “Interim Symbotic”) and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic (the “Merger,” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company (“New Symbotic Holdings”). Prior to the consummation of the Merger, the Company will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”). Following the Domestication and simultaneously with the Business Combination, the Company will change its corporate name to “Symbotic Inc.” (the “Post-Combination Company” or “Symbotic Inc.”). In connection with the execution of the Merger Agreement, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain parties subscribing for shares of the Post-Combination Company’s Class A ordinary share (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and the Company has agreed to sell the Subscribers, an aggregate of 20,500,000 shares of the Post-Combination Company’s Class A ordinary share, at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. Each Surviving Company Common Unit may be redeemed by the holder for shares of Surviving Pubco Class A Ordinary share (or an equivalent amount in cash, at the option of the Surviving Company, subject to the provisions of the limited liability company agreement of the Surviving Company) at a value equal to the arithmetic mean of the volume-weighted average price of a share of Surviving Pubco Class A Ordinary share for the full five trading days ending prior to the redemption date, subject to certain exceptions. Upon such redemption, a number of shares of Surviving Pubco Class V-3 Ordinary share or Surviving Pubco Class V-1 Ordinary share, as applicable, equal to the number of redeemed Surviving Company Common Units, will be transferred to the Surviving Pubco and cancelled by the Surviving Pubco. Pursuant to the terms of the Merger Agreement, the Company is required to cause the shares of Surviving Pubco Class A Ordinary share to be issued in connection with the transactions contemplated by the Merger Agreement (the “Transactions”) to be listed on the NASDAQ prior to the date of the Closing and to be eligible for continued listing on NASDAQ immediately following the Closing (as if the listing were a new initial listing by an issuer that had never been listed prior to the Closing). Refer to the Current Report on Form 8-K, filed with the SEC on December 13, 2021 for additional information. On May 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”), declared the registration statement on Form S-4 (as amended, the “Registration Statement”), which includes a proxy statement/prospectus in connection with the Transactions effective and the Company has scheduled an extraordinary general meeting on June 3, 2022 at 9:00 am to approve the Business Combination and related proposals. SVF and Symbotic expect to close the Business Combination promptly after the Special Meeting, subject to SVF’s shareholder approval and other customary closing conditions. For additional information related to the Transactions, please see final proxy/statement/prospectus filed with the SEC on May 9, 2022. Liquidity and Going Concern As of March 31, 2022, the Company had approximately $3.3 million in its operating bank account and working capital deficit of approximately $4.7 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. The Company fully repaid the Note balance and the advance from the Sponsor as of March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with a portion of the proceeds of $10.4 million from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). On August 10, 2021 the Sponsor agreed to loan the Company $2.0 million as the Working Capital Loan. On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $1.0 million. As of March 31, 2022 there was $3.0 million drawn on the Working Capital Loan. As of December 31, 2021 there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations management has determined that the mandatory liquidation and subsequent dissolution if the Company is unable to complete a Business Combination with 24 months from closing of the Initial Public Offering, or March 11, 2023, raises substantial doubt about the Company’s ability to continue as a going concern for a period of time which is considered to be one year from the issuance of these financial statements. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summary of Significant Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Policies

Note 2 — Basis of Presentation and Summary of Significant Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and 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 U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the condensed consolidated 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, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form

10-K

filed by the Company with the SEC on March 23, 2022.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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

non-emerging

growth companies but any such 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 condensed consolidated financial statements 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities and expenses at the date of the condensed financial statements. 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 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, 2022 and December 31, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of March 31, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Investments Held in the Trust Account

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities equal or approximate the carrying amounts represented in the accompanying condensed balance sheets.

Fair Value Measurements

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

•

Level 1, defined as observable inputs such as quoted prices 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, 2022 and December 31, 2021 the carrying values of cash, prepaid expense, due from related party, accounts payable, accrued expenses, and working capital loan—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’ 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ 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, at the Initial Public Offering and as of March 31, 2022 and December 31, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ 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

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 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.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

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. Diluted net loss per share is the same as basic net loss per share for the three months ended March 31, 2022 and 2021. 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 of ordinary share:


	For the Three Months Ended March 31, 2022						For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non- redeemable ordinary shares			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	$	(1,795,949	)	$	(507,355	)	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		32,000,000			9,040,000			7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.06	)	$	(0.06	)	$	(0.04	)	$	(0.04	)

Recently Issued Accounting Standards

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
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 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, which was retroactively restated to 2020, and on February 3, 2021 and February 26, 2021, the Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively. The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization as of December 11, 2020 (inception). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,000,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares). The underwriters fully exercised the over-allotment option on March 11, 2021; thus, these 1,000,000 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to transfer, assign or sell any of its Forward Purchase Shares 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. Prior to closing the Initial Public Offering, in February 2021, the Sponsor transferred 100,000 shares of our Class B ordinary shares to the Company’s independent directors. Subsequent to the IPO, in April 2021, the Sponsor transferred an additional 50,000 shares of our Class B ordinary shares to a Company independent director (the “Transferred Shares”), which was estimated to be fair valued at approximately $834,000 or $5.56 per Founder Share. The Transferred Shares shall vest upon the Company consummating an Initial Business Combination. The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2022, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. 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 in the Company’s condensed balance sheets. 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 will 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. On August 10, 2021 the Sponsor agreed to loan the Company $2.0 million as the Working Capital Loan. On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $1.0 million. The Company has determined that the conversion feature does not require bifurcation as an embedded derivative and as such the carrying value of the loan would be recognized at cost and presented as a liability on the accompanying condensed balance sheets. As of March 31, 2022 there was $3.0 million under the Working Capital Loan. As of December 31, 2021 there were no amounts outstanding under any Working Capital Loans. Administrative Service Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor. The Company incurred $30,000 and $10,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed consolidated statements of operations for three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 $130,000 was due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets. As December 31, 2021 $100,000 was due to the Sponsor and was included in the 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. In addition to the administrative services agreement fee of $130,000 and $100,000 (as noted above) approximately $867,000, and $459,000 is due to the Sponsor’s affiliates for reimbursements of expenses and is included in due to related party on the accompanying condensed balance sheets as of March 31, 2022 and December 31, 2021, respectively.

Basis of Presentation and Summary of Significant Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form

10-K

filed by the Company with the SEC on March 23, 2022.

Emerging Growth Company Status

non-emerging

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Investments Held in the Trust Account

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities equal or approximate the carrying amounts represented in the accompanying condensed balance sheets.

Fair Value Measurements

•

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

•

Offering Costs Associated with the Initial Public Offering

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

paid-in

capital and accumulated deficit.

Income Taxes

more-likely-than-not

Net Loss per Ordinary Share

Net Loss Per Ordinary Share

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

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per of ordinary share:


	For the Three Months Ended March 31, 2022						For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non- redeemable ordinary shares			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	$	(1,795,949	)	$	(507,355	)	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		32,000,000			9,040,000			7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.06	)	$	(0.06	)	$	(0.04	)	$	(0.04	)

Recently Issued Accounting Standards

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)				3 Months Ended
	Nov. 09, 2021	Apr. 22, 2021	Mar. 11, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 10, 2021	May 31, 2021
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				4,700,000
Working capital				3,300,000
Payments of offering cost					$ 6,430,750
Proceeds from related party				$ 3,000,000
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination				50.00%
Amounts outstanding				$ 997,033		$ 559,409
Subscription Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Acquisition of shares				20,500,000
Share price				$ 10.00
Acquisition of shares, value				$ 205,000,000
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of offering cost				25,000
Proceeds from related party				300,000
Advance from related party				114,000
Working Capital Loans [Member]
Subsidiary, Sale of Stock [Line Items]
Amounts outstanding				$ 3,000,000.0		$ 0
Debt instrument face amount							$ 2,000,000.0
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity, redemption price per share				$ 10.00
Per share amount to be maintained in the trust account				10.00
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Per share amount to be maintained in the trust account				$ 10.00
Maximum [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Increase Decrease In Loan Commitment Amount Due To Related Party	$ 1,000,000.0
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 eligible for transfer without restrictions								15.00%
Percentage of the public shareholding to be redeemed in case the business combination is not consummated				100.00%
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

Basis of Presentation and Summary of Significant Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Allocation of net loss	$ (2,303,304)	$ (523,923)
Class A ordinary shares subject to possible redemption
Numerator:
Allocation of net loss	$ (1,795,949)	$ (261,798)
Denominator:
Basic and diluted weighted average ordinary share outstanding	32,000,000	7,466,667
Basic and diluted net loss per ordinary share	$ (0.06)	$ (0.04)
Non- redeemable ordinary shares
Numerator:
Allocation of net loss	$ (507,355)	$ (262,125)
Denominator:
Basic and diluted weighted average ordinary share outstanding	9,040,000	7,476,000
Basic and diluted net loss per ordinary share	$ (0.06)	$ (0.04)

- Definition

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

+ References

+ Details

Related Party Transactions - Additional Information (Detail) - USD ($)							1 Months Ended		3 Months Ended		12 Months Ended
	Nov. 09, 2021	Mar. 15, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Dec. 14, 2020	Apr. 30, 2021	Feb. 28, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 10, 2021	Mar. 11, 2021
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									$ 997,033		$ 559,409
Private Placement [Member]
Related Party Transaction [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
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
Related party expense for administrative services									867,000		459,000
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
Sponsor [Member] \| Adminstrative Service Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction amount of transaction									130,000		100,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument face amount												$ 2,000,000.0
Due to related parties current									3,000,000.0		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
Related party expense for administrative services									130,000		$ 100,000
Administrative Support Agreements [Member] \| General And Administrative Expense One [Member]
Related Party Transaction [Line Items]
Related party expense for administrative services									$ 30,000	$ 10,000
Maximum [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Increase Decrease In Loan Commitment Amount Due To Related Party	$ 1,000,000.0
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding									8,000,000		8,000,000
Common Class B [Member] \| Independent Director [Member]
Related Party Transaction [Line Items]
Common stock shares,Transferred							50,000	100,000
Fair value of common stock transferred							$ 834,000
Fair value per share							$ 5.56
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

Shareholders' Deficit - Additional Information (Detail) - USD ($)					3 Months Ended
	Mar. 11, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 14, 2020
Preferred stock, shares authorized					1,000,000	1,000,000
Preferred stock, no par value					$ 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
Founder Shares [Member] \| Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Common stock, conversion ratio, percent					20.00%
Over-Allotment Option [Member] \| Founder Shares [Member]
Temporary equity shares outstanding	1,000,000
Common Class A [Member]
Common stock, shares authorized					200,000,000
Common stock, no par value					$ 0.0001
Common stock, voting rights					one vote
Common stock, shares outstanding					33,040,000	33,040,000
Temporary equity shares outstanding					32,000,000	32,000,000
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
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 outstanding					20.00%

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2022
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Public Shares, including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $320.0 million, and incurring offering costs of approximately $18.1 million, of which 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”).

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
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 $6.4 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with SVF II SPAC Investment 3 (DE) LLC (the “Forward Purchase Investor”), 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 determine, but no later than simultaneously with the closing of the initial Business Combination. The Company and the Forward Purchase Investor 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. On March 23, 2022, the Forward Purchase Investor elected to purchase an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share, subject to and on the terms set out in such election and the Forward Purchase Agreement. The Forward Purchase Agreement should be classified within shareholders’ 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’ deficit. Advisory Fees In connection with the Business Combination the Company entered into agreements with certain thirds parties which will be entitled to an advisory fee of approximately $9.0 million to be paid upon closing of the Business Combination.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Commitments and Contingencies - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 23, 2022	Apr. 22, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
CommitmentsAndContingenciesDisclosure [Line Items]
Deferred underwriting commissions			$ 11,200,000	$ 11,200,000	$ 11,200,000
Advisory fee			$ 9,000,000.0
Underwriting Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Additional public share issued under over allotment option			4,000,000
Underwriting discount per unit			$ 0.20
Underwriting discount			$ 6,400,000
Deferred underwriting commissions per unit			$ 0.35
Deferred underwriting commissions			$ 11,200,000
Forward Purchase Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Shares issued, value			$ 150,000,000
Shares issued, price per share	$ 10.00		$ 10.00
Additional public share issued under forward purchase agreement	$ 50,000,000		$ 50,000,000
Additional public share issued under forward purchase agreement, shares			5,000,000
IPO [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Reimbursement Of Expenses In Connection With Initial Public Offer		$ 640,000
Over-Allotment Option [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Underwriters option vesting period			45 days

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
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	$ 320,043,033	$ 320,016,430
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	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	$ 0

Shareholders' Deficit	3 Months Ended
Shareholders' Deficit	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 7 — Shareholders’ Deficit Preference Shares —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 from time to time in one or more series. As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock 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, 2022 and December 31, 2021, there were 33,040,000 shares of Class A ordinary shares outstanding, of which 32,000,000 were subject to possible redemption and are classified outside of permanent equity in the accompanying balance sheets (see Note 6). 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, 2022 and December 31, 2021, 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.

Basis of Presentation and Summary of Significant Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Cash equivalents		$ 0	$ 0
Federal depository insurance coverage		250,000
Investment in trading securities maturity period	185 days
Unrecognized tax benefits		0	0
Unrecognized tax benefits, accrued interest and penalties		$ 0	$ 0
Class A ordinary shares subject to possible redemption
Class A Common stock,subject to possible redemption, shares		32,000,000	32,000,000

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
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
Temporary Equity, Shares Outstanding	32,000,000	32,000,000