0001193125-21-220626 | 10-Q | XBRL Viewer

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	Jul. 20, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	DHC Acquisition Corp.
Entity Central Index Key	0001838163
Entity File Number	001-40130
Entity Tax Identification Number	98-1574798
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	E9
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	535 Silicon Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Southlake
Entity Address, State or Province	TX
City Area Code	214
Local Phone Number	452-2300
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	DHCA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		30,945,072
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,736,268
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	DHCAU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	DHCAW
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)

Mar. 31, 2021

Dec. 31, 2020

Current assets

Cash

$ 1,573,788

Prepaid expenses

872,378

Total Current Assets

2,446,166

Deferred offering costs

$ 71,546

Cash held in Trust Account

309,450,720

TOTAL ASSETS

311,896,886

71,546

Current liabilities

Accrued Expenses

50,738

Accrued offering expenses

17,000

37,905

Promissory note – related party

13,641

Total Current Liabilities

67,738

51,546

Warrant Liabilities

16,934,265

Deferred underwriting fee payable

10,830,775

Total Liabilities

27,832,778

51,546

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 27,906,410 and no shares at a redemption value of $10.00 per share at March 31, 2021 and December 31, 2020, respectively

279,064,100

Shareholders' Equity

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

6,407,837

24,137

Accumulated deficit

(1,408,996)

(5,000)

Total Shareholders' Equity

5,000,008

20,000

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

311,896,886

71,546

Class A ordinary shares

Shareholders' Equity

Common stock value

304

Class B ordinary shares

Shareholders' Equity

Common stock value

^[1]

$ 863

[1]

At December 31, 2020, included up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, the Founder Shares include an aggregate of up to 888,732 shares that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

Condensed Balance Sheets (Parenthetical) - $ / shares		3 Months Ended
Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 01, 2021	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value		$ 0.0001	$ 0.0001
Preferred stock shares authorized		5,000,000	5,000,000
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	0
Common stock shares issued		3,038,662
Over-Allotment Option [Member]
Stock issued during period shares new issues		4,500,000
Maximum [Member] \| Over-Allotment Option [Member]
Ordinary shares subject to possible redemption			1,125,000
Class A ordinary shares
Ordinary shares subject to possible redemption		27,906,410	0
Ordinary shares subject to possible redemption par value		$ 10.00	$ 10.00
Common stock par value		$ 0.0001	$ 0.0001
Common stock shares authorized		500,000,000	500,000,000
Common stock shares issued		3,038,662	0
Common stock shares outstanding		3,038,662	0
Class B ordinary shares
Common stock par value		$ 0.0001	$ 0.0001
Common stock shares authorized		50,000,000	50,000,000
Common stock shares issued		8,625,000	8,625,000
Common stock shares outstanding		8,625,000	8,625,000
Stock issued during period shares new issues	1,437,500
Class B ordinary shares \| Founder Shares [Member]
Founder shares outstanding	8,625,000
Class B ordinary shares \| Sponsor [Member]
Common stock shares outstanding		888,732
Class B ordinary shares \| Sponsor [Member] \| Founder Shares [Member]
Ordinary shares subject to possible redemption		888,732
Stock issued during period shares new issues	1,437,500

Condensed Statement of Operations

3 Months Ended

Mar. 31, 2021

USD ($)

$ / shares

Operating and formation costs

$ 160,016

Loss from operations

(160,016)

Other expense:

Change in fair value of warrant liabilities

(657,641)

Transaction costs allocated to warrant liabilities

(586,339)

Other expense

(1,243,980)

Net loss

$ (1,403,996)

Class A redeemable ordinary shares [Member]

Other expense:

Weighted average shares outstanding | shares

30,945,072

Basic and diluted net income per share | $ / shares

$ 0.00

Class B non redeemable ordinary shares [Member]

Other expense:

Weighted average shares outstanding | shares

7,570,880

^[1]

Basic and diluted net income per share | $ / shares

$ (0.19)

[1]

At December 31, 2020, excluded up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, The Founder Shares include an aggregate of up to 888,732 shares that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

Condensed Statement of Operations (Parenthetical) - shares			3 Months Ended
	Mar. 05, 2021	Mar. 01, 2021	Mar. 31, 2021	Dec. 31, 2020
Over-Allotment Option [Member]
Stock issued during period shares new issues	945,072		4,500,000
Over-Allotment Option [Member] \| Maximum [Member]
Ordinary shares subject to possible redemption				1,125,000
Common Class B [Member]
Stock issued during period shares new issues		1,437,500
Common stock shares outstanding			8,625,000	8,625,000
Common Class B [Member] \| Sponsor [Member]
Common stock shares outstanding			888,732
Common Class B [Member] \| Founder Shares [Member]
Founder shares outstanding		8,625,000
Common Class B [Member] \| Founder Shares [Member] \| Sponsor [Member]
Ordinary shares subject to possible redemption			888,732
Stock issued during period shares new issues		1,437,500

Condensed Statement of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)

Total

Class A ordinary shares

Class B ordinary shares

Common Stock [Member]

Class A ordinary shares

Common Stock [Member]

Class B ordinary shares

^[1]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Beginning balance at Dec. 31, 2020

$ 20,000

$ 863

$ 24,137

$ (5,000)

Beginning balance, shares at Dec. 31, 2020

8,625,000

Sale of 30,945,072 Units, net of underwriting discounts, fair value of Public Warrants and offering costs

282,314,582

$ 3,095

282,311,487

Sale of 30,945,072 Units, net of underwriting discounts, fair value of Public Warrants and offering costs, Shares

30,945,072

Cash Paid in excess of fair value for private warrants

3,133,522

Ordinary shares subject to possible redemption

(279,064,100)

$ (2,791)

(279,061,309)

Ordinary shares subject to possible redemption, Shares

(27,906,410)

Net loss

(1,403,996)

$ (1,393,996)

(1,403,996)

Ending balance at Mar. 31, 2021

$ 5,000,008

$ 304

$ 863

$ 6,407,837

$ (1,408,996)

Ending balance, shares at Mar. 31, 2021

3,038,662

8,625,000

[1]

At December 31, 2020, included up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercise in full or in part by the underwriters. On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. At March 31, 2021, the Founder Shares include an aggregate of up to 888,732 that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option. All share and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 6).

- 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.

+ References + Details

Condensed Statement of Changes In Shareholders' Equity (Parenthetical) - shares				1 Months Ended	3 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Mar. 01, 2021	Dec. 31, 2020	Mar. 31, 2021
Over-Allotment Option [Member]
Stock issued during period shares new issues	945,072				4,500,000
Over-Allotment Option [Member] \| Maximum [Member]
Ordinary shares subject to possible redemption				1,125,000
Class A ordinary shares
Sale of units, net of underwriting discounts, fair value of public warrants and offering costs					30,945,072
Ordinary shares subject to possible redemption				0	27,906,410
Common stock shares outstanding				0	3,038,662
Class A ordinary shares \| Over-Allotment Option [Member]
Stock issued during period shares new issues	945,072	30,000,000
Class B ordinary shares
Stock issued during period shares new issues			1,437,500
Common stock shares outstanding				8,625,000	8,625,000
Class B ordinary shares \| Founder Shares [Member]
Founder shares outstanding			8,625,000
Class B ordinary shares \| Sponsor [Member]
Common stock shares outstanding					888,732
Class B ordinary shares \| Sponsor [Member] \| Founder Shares [Member]
Sale of units, net of underwriting discounts, fair value of public warrants and offering costs				7,187,500
Ordinary shares subject to possible redemption					888,732
Stock issued during period shares new issues			1,437,500

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,403,996)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities	657,641
Transaction costs allocated to warrant liabilities	586,339
Changes in operating assets and liabilities:
Prepaid expenses	(845,578)
Accrued expenses	50,738
Net cash used in operating activities	(954,856)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(309,450,720)
Net cash used in investing activities	(309,450,720)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	303,261,706
Proceeds from sale of Private Placement Warrants	9,189,015
Repayment of promissory note – related party	(171,357)
Payment of offering costs	(300,000)
Net cash provided by financing activities	311,979,364
Net Change in Cash	1,573,788
Cash – Beginning of period
Cash – End of period	1,573,788
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	17,000
Offering costs paid through promissory note	130,916
Payment of prepaid expenses through promissory note	26,800
Initial classification of Class A ordinary shares subject to possible redemption	271,198,440
Change in value of Class A ordinary shares subject to redemption	7,865,660
Deferred underwriting fee payable	10,830,775
Forfeiture of Founder Shares	$ (89)

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Business Description And Basis Of Presentation [Abstract]

Description of Organization and Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

All activity through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is 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 a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC Sponsor, LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 5.

Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $309,450,720.

Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least

80%

of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires

50%

or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide the holders of its issued and outstanding 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. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of

two

business days prior to the consummation of the Business Combination, (initially anticipated to be

$10.00

per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares. 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001

either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its 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, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other 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. If

the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note

and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24 months from the closing of this offering.

The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the

per-share

value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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”). Moreover, 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 all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and 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.

Revision of Previously Issued Financial Statement

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Revision of Previously Issued Financial Statement

NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC Section

815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

In accordance with ASC

825-10,

as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as

re-evaluate

the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.


	As
	Previously						As
	Reported			Adjustments			Revised
Balance sheet as of March 4, 2021 (audited)
Warrant Liabilities	$	—		$	15,840,000		$	15,840,000
Total liabilities		10,988,357			15,840,000			26,828,357
Class A Ordinary Shares Subject to Possible Redemption		287,038,440			(15,840,000	)		271,198,440
Class A Ordinary Shares		130			158			288
Additional Paid-in Capital		5,004,010			586,181			5,590,191
Accumulated Deficit		(5,000	)		(586,339	)		(591,339	)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 2, 2021. The interim results for the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

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 shareholder approval of any golden parachute payments not previously approved.

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

non-emerging

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

Use of Estimates

The preparation of the unaudited 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 and liabilities at the date of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Cash Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $16,915,007 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $586,339 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations.

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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 27,906,410 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.

Warrant Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC

815-40

under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will beused as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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

Net Loss per Ordinary Share

Net loss per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

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

two-class

method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31,
	2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	—

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		30,945,072
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(1,393,996	)

Non-Redeemable Net Loss	$	(1,393,996	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted (1)		7,570,880
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.18	)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s shareholders.

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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrant liabilities (see Note 10).

Recent Accounting Standards

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

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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its 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 Company’s unaudited condensed financial statements.

Public Offering

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Public Offering

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-third

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720.

Private Placement

3 Months Ended

Mar. 31, 2021

Private Placement [Abstract]

Private Placement

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor has agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in full in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000

Founder Shares outstanding. At March 31, 2021, the Founder Shares included an aggregate of up to

888,732

shares that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares collectively represented

20%

of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ remaining over-allotment option expiring subsequent to March 31, 2021,

888,732 Founder Shares w

ere

forfeited

The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s 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 Company’s 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 Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. As of March 31, 2021 the total expense for administrative services was $10,000 and was included in accrued expenses on the balance sheet as of March 31, 2021.

Promissory Note — Related Party

On December 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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 31, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

Commitments

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE 7. COMMITMENTS

Risks and Uncertainties

Management continues 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, 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. 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 Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units

expired

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. 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.

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 8. STOCKHOLDERS’ EQUITY

Preference Shares

—

The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At 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 500,000,000 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. At March 31, 2021, there were 3,038,662 Class A ordinary shares issued and outstanding, excluding 27,906,410 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no Class A ordinary shares issued or outstanding.

Class

B Ordinary Shares

— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 8,625,000 shares of Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities

issued

, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrants

3 Months Ended

Mar. 31, 2021

Warrants [Abstract]

Warrants

NOTE 9. WARRANTS

As of March 31, 2021, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

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

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption

provided

that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the

30-trading

day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of March 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in cash. At December 31, 2020 there were no assets held in the Trust Account. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		March 31, 2021		December 31, 2020
Liabilities:
Warrant Liability – Public Warrants		3	$	10,624,475	$	—
Warrant Liability – Private Placement Warrants		3	$	6,309,790	$	—

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our accompanying March 31, 2021 unaudited condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

Initial Measurement

The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and

one-half

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	March 4, 2021 (Initial Measurement and Over- allotment)
Risk-free interest rate		1.03	%
Expected Term (Years)		5.0
Expected volatility		25.0	%
Exercise price	$	11.50
Unit Price	$	9.67

On March 4, 2021, inclusive of over-allotment, the Private Placement Warrants and Public Warrants were determined to be $0.99 per warrant for aggregate values of $6.06 million and $10.21 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants and the Private Placement Warrants was calculated using a Monte Carlo Simulation which is considered a Level 3 measurement.

The key inputs into the Monte Carlo Simulation for the Public and Private Placement Warrants were as follows at March 31, 2021:


Input
Risk-free interest rate		1.38	%
Expected Term (Years)		5.0
Expected volatility		25.0	%
Exercise price	$	11.50
Unit Price	$	9.65

As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were determined to be $1.03 per warrant for aggregate

values

of $6.31 million and $10.62 million, respectively.

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on March 4, 2021 (IPO)		5,940,000		9,900,000		15,840,000
Initial measurement on March 5, 2021 (Over allotment)		124,750		311,874		436,624
Change in fair value		245,040		412,601		657,641


Fair value as of March 31, 2021	$	6,309,790	$	10,624,475	$	16,934,265

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

Emerging Growth Company

non-emerging

Use of 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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020.

Cash Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash.

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

Warrant Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC

815-40

re-measurement

Income Taxes

Net Loss per Ordinary Share

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

two-class

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31,
	2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	—

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		30,945,072
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(1,393,996	)

Non-Redeemable Net Loss	$	(1,393,996	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted (1)		7,570,880
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.18	)

Note: As of March 31, 2021, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s shareholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

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

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)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

would have on its financial position, results of operations or cash flows.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Basic and Diluted Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended March 31,
	2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	—

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		30,945,072
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	—
Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(1,393,996	)

Non-Redeemable Net Loss	$	(1,393,996	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted (1)		7,570,880
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(0.18	)

Revision of Previously Issued Financial Statement (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Summary Of Revision Of Statement Of Financial Position


	As
	Previously						As
	Reported			Adjustments			Revised
Balance sheet as of March 4, 2021 (audited)
Warrant Liabilities	$	—		$	15,840,000		$	15,840,000
Total liabilities		10,988,357			15,840,000			26,828,357
Class A Ordinary Shares Subject to Possible Redemption		287,038,440			(15,840,000	)		271,198,440
Class A Ordinary Shares		130			158			288
Additional Paid-in Capital		5,004,010			586,181			5,590,191
Accumulated Deficit		(5,000	)		(586,339	)		(591,339	)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary Company's Assets and Liabilities that are Measured at Fair Value on a Recurring Basis


Description	Level		March 31, 2021		December 31, 2020
Liabilities:
Warrant Liability – Public Warrants		3	$	10,624,475	$	—
Warrant Liability – Private Placement Warrants		3	$	6,309,790	$	—

Summary of Fair Value Measurements Inputs

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	March 4, 2021 (Initial Measurement and Over- allotment)
Risk-free interest rate		1.03	%
Expected Term (Years)		5.0
Expected volatility		25.0	%
Exercise price	$	11.50
Unit Price	$	9.67

The key inputs into the Monte Carlo Simulation for the Public and Private Placement Warrants were as follows at March 31, 2021:


Input
Risk-free interest rate		1.38	%
Expected Term (Years)		5.0
Expected volatility		25.0	%
Exercise price	$	11.50
Unit Price	$	9.65

Summary of Change in the Fair Value of Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on March 4, 2021 (IPO)		5,940,000		9,900,000		15,840,000
Initial measurement on March 5, 2021 (Over allotment)		124,750		311,874		436,624
Change in fair value		245,040		412,601		657,641


Fair value as of March 31, 2021	$	6,309,790	$	10,624,475	$	16,934,265

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Mar. 31, 2021	Dec. 31, 2020
Company, incorporation date			Dec. 22, 2020
Stock issued during period, value		$ 300,000,000
Proceeds from issuance of warrants			$ 9,189,015
Payment to acquire restricted investments			9,450,720
Assets held in the trust account			309,450,720	$ 0
Transaction cost			17,501,346
Cash underwriting fee payable			6,189,014
Deferred underwriting fee payable			10,830,775
Other offering costs payable			$ 481,557
Percentage of asset held in trust account			80.00%
Business combination, percentage of voting interest acquired			50.00%
Number of days related to payment to acquire restricted investment			2 days
Net tangible assets required for consummation of business combination			$ 5,000,001
Number of months determining public shares redemption			24 months
Number of months related to consummation of business combination			24 months
Number of days for consummation of business combination			10 days
Dissolution expenses			$ 100,000
Common Stock [Member]
Temporary equity redemption price per share			$ 10.00
Restricted percentage of redemption			15.00%
Percentage of redemption			100.00%
Share price			$ 10.00
Maximum [Member]
U.S. government securities, maturity terms			185 days
Minimum [Member]
U.S. government securities, maturity terms			0 days
Sponsor [Member]
Share price			$ 12.00
Common Class A [Member] \| Private Placement Warrants [Member]
Share price			18.00
IPO [Member]
Share price			$ 10.00
IPO [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or rights issued during period			6,000,000
Class of warrant or rights issued during period, price per warrant or right			$ 1.50
Proceeds from issuance of warrants			$ 9,000,000
Proceeds from sale of equity		$ 300,000,000
Proceeds from sale of equity, per unit		$ 10.00
IPO [Member] \| Common Class A [Member]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00
Stock issued during period		30,000,000
Over-Allotment Option [Member]
Stock issued during period shares new issues	945,072		4,500,000
Stock issued during period	945,072		4,500,000
Over-Allotment Option [Member] \| Underwriters [Member] \| Partial Exercise Of Over Allotment Option [Member]
Stock issued during period shares new issues	945,072
Stock issued during period, value	$ 9,450,720
Class of warrant or rights issued during period	126,010
Class of warrant or rights issued during period, price per warrant or right	$ 1.50
Proceeds from issuance of warrants	$ 189,015
Stock issued during period	945,072
Over-Allotment Option [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or rights issued during period	126,010
Over-Allotment Option [Member] \| Common Class A [Member]
Stock issued during period shares new issues	945,072	30,000,000
Shares issue price		$ 10.00
Stock issued during period, value	$ 9,450,720
Stock issued during period	945,072	30,000,000

Revision of Previously Issued Financial Statement - Additional Information (Detail)	Mar. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of outstanding shares accepted by holders to receive cash	50.00%

Revision of Previously Issued Financial Statement - Summary of Revision of Statement of Financial Position (Detail) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liabilities	$ 16,934,265	$ 15,840,000	$ 0
Total Liabilities	27,832,778	26,828,357	51,546
Class A Ordinary Shares Subject to Possible Redemption	279,064,100
Additional paid-in capital	6,407,837	5,590,191	24,137
Accumulated Deficit	(1,408,996)	(591,339)	$ (5,000)
As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liabilities		0
Total Liabilities		10,988,357
Additional paid-in capital		5,004,010
Accumulated Deficit		(5,000)
Adjustments
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant Liabilities		15,840,000
Total Liabilities		15,840,000
Additional paid-in capital		586,181
Accumulated Deficit		(586,339)
Class A ordinary shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Ordinary Shares Subject to Possible Redemption		271,198,440
Class A Ordinary Shares	$ 304	288
Class A ordinary shares \| As Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Ordinary Shares Subject to Possible Redemption		287,038,440
Class A Ordinary Shares		130
Class A ordinary shares \| Adjustments
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Class A Ordinary Shares Subject to Possible Redemption		(15,840,000)
Class A Ordinary Shares		$ 158

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Future confirming events	one or more future confirming events
Cash equivalents, Carrying value	$ 0	$ 0
Adjustment to additional paid in capital stock issued, Issuance cost	16,915,007
Unrecognized tax benefits	0	0
Unrecognized tax benefits, Amounts accrued for interest and penalties	0	0
Income tax expenses benefit	$ 0	$ 0
Antidilutive securities excluded from the computation of earnings per share	0
FDIC, Insured amount	$ 250,000
Term of short term investments	3 months
Offering costs allocated to the warrant liabilities charged to income statement	$ 586,339
Class A ordinary shares
Temporary equity shares outstanding	27,906,410	0

Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) Per Ordinary Share (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$ 0
Net Earnings	0
Numerator: Net Loss minus Redeemable Net Earnings
Net loss	(1,403,996)
Non-Redeemable Net Loss	$ (1,403,996)
Class A Redeemable Common Stock [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Weighted average shares outstanding \| shares	30,945,072
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Weighted average shares outstanding \| shares	30,945,072
Common Class B [Member]
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Weighted average shares outstanding \| shares	7,570,880
Numerator: Net Loss minus Redeemable Net Earnings
Net loss	$ (1,393,996)
Non-Redeemable Net Loss	$ (1,393,996)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Weighted average shares outstanding \| shares	7,570,880
Basic and diluted net income per share \| $ / shares	$ (0.18)

Public Offering - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Mar. 31, 2021
Public Offering [Line Items]
Stock issued during period value new issues		$ 300,000,000
Over-Allotment Option [Member]
Public Offering [Line Items]
Stock issued during period shares new issues	945,072		4,500,000
Class A ordinary shares \| Public Warrants [Member]
Public Offering [Line Items]
Common stock, conversion basis		Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).
Class A ordinary shares \| IPO [Member]
Public Offering [Line Items]
Stock issued during period shares new issues		30,000,000
Shares issue price		$ 10.00
Warrants exercise price per share		$ 11.50
Class A ordinary shares \| Over-Allotment Option [Member]
Public Offering [Line Items]
Stock issued during period shares new issues	945,072	30,000,000
Shares issue price		$ 10.00
Stock issued during period value new issues	$ 9,450,720

Private Placement - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 05, 2021	Mar. 31, 2021
Proceeds from issuance of warrants		$ 9,189,015
Private Placement Warrants [Member]
Class of warrants or rights, number of securities called by each warrant or rights		1
Class of warrants or rights, exercise price		$ 11.50
IPO [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or rights issued during period		6,000,000
Class of warrant or rights issued during period, price per warrant or right		$ 1.50
Proceeds from issuance of warrants		$ 9,000,000
Over-Allotment Option [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Class of warrant or rights issued during period	126,010
Class of warrants or rights subscribed but not issued		600,000
Class of warrants or rights subscribed but not issued value		$ 900,000
Proceeds from derivative instrument, financing activities	$ 189,015

Related Party Transactions - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended
	Apr. 01, 2021	Mar. 01, 2021	Dec. 31, 2020	Mar. 31, 2021	Dec. 29, 2020
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services				$ 282,314,582
Due to related parties current			$ 13,641
Sponsor [Member]
Related Party Transaction [Line Items]
Share price				$ 12.00
Notice period to redeem shares				150 days
Sponsor [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Due to related parties current			$ 0	$ 0
Debt instrument convertible into warrants				$ 1,500,000
Debt instrument conversion price				$ 1.50
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount					$ 300,000
Due to related parties current					$ 171,357
Sponsor [Member] \| Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction				$ 10,000
Related party transaction. administrative expense				$ 10,000
Sponsor [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Share transfer restriction, threshold trading days				30 days
Sponsor [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days for share price determination				20 days
Class B ordinary shares
Related Party Transaction [Line Items]
Stock issued during period		1,437,500
Common stock shares outstanding			8,625,000	8,625,000
Class B ordinary shares \| Sponsor [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding				888,732
Class B ordinary shares \| Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services			$ 25,000
Stock issued during period, shares, issued for services			7,187,500
Stock issued during period		1,437,500
Ordinary shares subject to possible redemption				888,732
Percentage of shares issued and outstanding				20.00%
Class B ordinary shares \| Founder Shares [Member] \| Sponsor [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited	888,732

Commitments - Additional Information (Detail) - USD ($)		3 Months Ended
Commitments - Additional Information (Detail) - USD ($)	Mar. 05, 2021	Mar. 31, 2021
Number of days after the completion of the business combination		30 days
Deferred underwriting fee payable, per unit		$ 0.35
Deferred underwriting fee payable		$ 10,830,775
Stock repurchased and retired during period, shares	3,554,928
Over-Allotment Option [Member]
Option vesting period		45 days
Stock issued during period	945,072	4,500,000

Stockholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock shares issued	3,038,662
Common Stock [Member]
Class of Stock [Line Items]
Percentage of sum of ordinary shares issued and outstanding	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	500,000,000	500,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one
Common stock shares issued	3,038,662	0
Common stock shares outstanding	3,038,662	0
Temporary equity shares outstanding	27,906,410	0
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	50,000,000	50,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one
Common stock shares issued	8,625,000	8,625,000
Common stock shares outstanding	8,625,000	8,625,000
Common stock, conversion basis	a one-for-one

Warrants - Additional Information (Detail) - $ / shares	3 Months Ended
Warrants - Additional Information (Detail) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Number of days after consummation of business combination within which registration shall be made with securities exchange commission	20 days
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective	60 days
Common Class A [Member]
Common stock shares lock in period	30 days
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Proceeds to be used for business combination as a percentage of total equity proceeds	60.00%
Sale of stock issue price per share	$ 9.20
Number of trading days for determining volume weighted average trading price of the ordinary shares	20 days
Volume Weighted Average Trading Price Of Shares	$ 9.20
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member] \| Warrant Exercise Price One [Member]
Class of warrants or rights, Exercise price as a percentage of newly issued price	115.00%
Common Class A [Member] \| Event Triggering Adjustment To Exercise Price Of Warrants [Member] \| Warrant Exercise Price Two [Member]
Class of warrants or rights, Exercise price as a percentage of newly issued price	180.00%
Share Price $10 [Member] \| Common Class A [Member] \| Share Redemption Triger Price [Member]
Share price	$ 10.00
Public Warrants [Member]
Class of warrants or rights, outstanding	10,315,024	0
Class of warrants or rights period after which the warrants or rights are exercisable	1 year
Class of warrant or right days from which warrants or rights exercisable	30 days
Warrants or rights outstanding, term	5 years
Public Warrants [Member] \| Common Class A [Member] \| Redemption Trigger Price One [Member]
Share price	$ 18.00
Class of warrants or rights, redemption price per warrant or right	$ 0.01
Class of warrants or rights, notice of redemption period	30 days
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days
Period during which the registered propsectus shall be available for warrant redemption	30 days
Public Warrants [Member] \| Common Class A [Member] \| Redemption Trigger Price Two [Member]
Share price	$ 10.00
Class of warrants or rights, redemption price per warrant or right	$ 0.10
Class of warrants or rights, notice of redemption period	30 days
Number of consecutive trading days for determining the closing price of shares	30 days
Private Placement Warrants [Member]
Class of warrants or rights, outstanding	6,126,010	0
Class of warrants or rights lock in period	30 days
Private Placement Warrants [Member] \| Common Class A [Member]
Share price	$ 18.00
Number of trading days determining closing price of ordinary shares	20 days
Number of consecutive trading days for determining the closing price of shares	30 days

Fair Value Measurements - Summary Company's Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - Level 3 [Member] - Warrant [Member]	Mar. 31, 2021 USD ($)
Public Warrants [Member]
Liabilities:
Warrant Liability	$ 10,624,475
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 6,309,790

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Public Warrants And Private Placement Warrants [Member] - Level 3 [Member] - Initial Measurement and Over Allotment [Member] - $ / shares		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	1.03%	1.38%
Expected Term (Years)	5 days	5 days
Expected volatility	25.00%	25.00%
Exercise price	$ 11.50	$ 11.50
Unit Price	$ 9.67	$ 9.65

Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021
Change in fair value	245,040
Fair value as of March 31, 2021	6,309,790
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021
Change in fair value	412,601
Fair value as of March 31, 2021	10,624,475
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021
Change in fair value	657,641
Fair value as of March 31, 2021	16,934,265
IPO [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	5,940,000
IPO [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	9,900,000
IPO [Member] \| Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	15,840,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	124,750
Over-Allotment Option [Member] \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	311,874
Over-Allotment Option [Member] \| Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial measurement	$ 436,624

Fair Value Measurements - Additional Information (Detail) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets held in the trust account	$ 309,450,720		$ 0
Initial Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrants or rights fair value per unit	$ 1.03	$ 0.99
Private Placement Warrants [Member] \| Initial Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities at fair value disclosure	$ 6,310,000	$ 6,060,000
Public Warrants [Member] \| Initial Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities at fair value disclosure	$ 10,620,000	$ 10,210,000