0001193125-21-168907 | 10-Q | XBRL Viewer | Arclight Clean Transition Corp II

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 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	ArcLight Clean Transition Corp. II
Entity Central Index Key	0001842279
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	E9
Entity Address, State or Province	MA
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	ACTDU
Security Exchange Name	NASDAQ
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 [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	ACTDW
Security Exchange Name	NASDAQ
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	ACTD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,627,174
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,810,326

Unaudited Condensed Balance Sheet	Mar. 31, 2021 USD ($)
Current assets:
Cash	$ 2,797,895
Prepaid expenses	1,409,464
Total current assets	4,207,359
Investments held in Trust Account	311,163,203
Total Assets	315,370,562
Current liabilities:
Accounts payable	1,694,343
Accrued expenses	93,534
Accrued expenses-related party	10,000
Total current liabilities	1,797,877
Deferred underwriting commissions	10,890,707
Derivative warrant liabilities	14,724,600
Total liabilities	27,413,184
Commitments and Contingencies
Class A ordinary shares; 28,295,737 shares subject to possible redemption at $10.00 per share	282,957,370
Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	5,318,731
Accumulated deficit	(319,783)
Total shareholders' equity	5,000,008
Total Liabilities and Shareholders' Equity	315,370,562
Common Class A [Member]
Shareholders' Equity:
Common stock, value	282
Common Class B [Member]
Shareholders' Equity:
Common stock, value	$ 778

Unaudited Condensed Balance Sheet (Parenthetical)	Mar. 31, 2021 $ / shares shares
Preferred stock, par or stated value per share \| $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Temporary equity shares outstanding	28,295,737
Temporary equity redemption price per share \| $ / shares	$ 10.00
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock, shares authorized	500,000,000
Common stock, shares, issued	2,820,568
Common stock, shares, outstanding	2,820,568
Common Class B [Member]
Common stock, par or stated value per share \| $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares, issued	7,779,076
Common stock, shares, outstanding	7,779,076

Unaudited Condensed Statement of Operations	3 Months Ended
Unaudited Condensed Statement of Operations	Mar. 31, 2021 USD ($) $ / shares shares
General and administrative expenses	$ 128,476
Loss from operations	(128,476)
Other income (expense)
Change in fair value of derivative warrant liabilities	271,160
Financing costs - warrant liabilities	(462,620)
Net gain on investments held in Trust Account	153
Total other income (expense)	(191,307)
Net loss	(319,783)
Redeemable Shares [Member]
Other income (expense)
Net loss	$ 139
Weighted average shares outstanding of basic and diluted \| shares	28,282,899
Basic and diluted net loss per ordinary share \| $ / shares	$ 0.00
Non-Redeemable Shares [Member]
Other income (expense)
Net loss	$ (319,922)
Weighted average shares outstanding of basic and diluted \| shares	7,243,737
Basic and diluted net loss per ordinary share \| $ / shares	$ (0.04)

Unaudited Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Ordinary Shares [Member] Common Class A [Member]	Ordinary Shares [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jan. 12, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning Balance (Shares) at Jan. 12, 2021		0	0
Issuance of Class B ordinary shares to Sponsor	$ 25,000		$ 791	24,209
Issuance of Class B ordinary shares to Sponsor (Shares)	25,000		7,906,250
Sale of units in initial public offering, less fair value of public warrants	$ 305,214,820	$ 3,112		305,211,708
Sale of units in initial public offering, less fair value of public warrants (Shares)		31,116,305
Offering costs	(17,138,390)			(17,138,390)
Sale of private placement warrants to Sponsor less fair value of private warrants	175,731			175,731
Forfeiture of Class B ordinary shares from Sponsor			$ (13)	13
Forfeiture of Class B ordinary shares from Sponsor (Shares)			(127,174)
Shares subject to possible redemption	(282,957,370)	$ (2,830)		(282,954,540)
Shares subject to possible redemption (Shares)		(28,295,737)
Net loss	(319,783)				(319,783)
Ending Balance at Mar. 31, 2021	$ 5,000,008	$ 282	$ 778	$ 5,318,731	$ (319,783)
Ending Balance (Shares) at Mar. 31, 2021		2,820,568	7,779,076

Unaudited Condensed Statement of Cash Flows	3 Months Ended
Unaudited Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (319,783)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares	25,000
General and administrative expenses paid by related party under promissory note	26,800
Change in fair value of derivative warrant liabilities	(271,160)
Financing costs - warrant liabilities	462,620
Net gain on investments held in Trust Account	(153)
Changes in operating assets and liabilities:
Prepaid expenses	(1,409,464)
Accounts payable	1,442,343
Accrued expenses	23,534
Accrued expenses-related party	10,000
Net cash used in operating activities	(10,263)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(311,163,050)
Net cash used in investing activities	(311,163,050)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	100
Repayment of note payable to related party	(171,742)
Proceeds received from initial public offering	311,163,050
Proceeds received from private placement	9,223,261
Offering costs paid	(6,243,461)
Net cash provided by financing activities	313,971,208
Net increase in cash	2,797,895
Cash - beginning of the period	0
Cash - ending of the period	2,797,895
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	252,000
Offering costs included in accrued expenses	70,000
Offering costs paid by related party under promissory note	144,842
Deferred underwriting commissions	10,890,707
Initial value of Class A ordinary shares subject to possible redemption	282,777,640
Change in value of Class A ordinary shares subject to possible redemption	179,730
Forfeiture of Class B ordinary shares from Sponsor	$ 13

Description of Organization, Business Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization, Business Operations and Basis of Presentation

Note 1—Description of Organization, Business Operations and Basis of Presentation

ArcLight Clean Transition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of March 31, 2021, the Company had not yet commenced operations. All activity for the period from January 13, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

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

The Company’s sponsor is ArcLight CTC Holdings II, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 22, 2021. On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the partial exercise of the underwriters’ option to purchase 3,616,305 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $311.2 million (see Note 3), and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions (see Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,223,261 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million (see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, approximately $311.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by

the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 25, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $2.8 million in its operating bank account and a working capital of approximately $2.4 million.

The Company’s liquidity needs up to March 31, 2021 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $172,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on March 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of

the COVID-19 pandemic

and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation

S-X.

Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from January 13, 2021 (Inception) through March 31, 2021 are not necessarily indicative of the results that may be expected for the period from January 13, 2021 (inception) through December 31, 2021.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its shareholder reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

that apply to non-emerging growth companies but

any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

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.

Investments Held in Trust Account

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

Concentration of Credit Risk

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

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

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

•

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

•

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

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

As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.

Derivative warrant liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The Company issued an aggregate of 6,223,261

ordinary shares warrants

associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option and we issued 9,223,261 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 28,295,737 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

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

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

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period excluding ordinary shares subject to forfeiture. An aggregate of 28,295,737 shares of Class A ordinary shares subject to possible redemption at March 31, 2021 has been excluded from the calculation of basic loss per share ordinary share, since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the Over-Allotment Units) and Private Placement to purchase an aggregate of 15,446,522 shares of the Company’s ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are 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 Redeemable Class A ordinary shares in a manner similar to the

two-class

method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary Shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for

Non-Redeemable

Class A and Class B Ordinary Shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Ordinary Shares, by the weighted average number of

non-redeemable

ordinary share outstanding for the period.

Non-Redeemable

Class A and Class B Ordinary Shares includes Founder Shares and

non-redeemable

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

Non-Redeemable

Class A and Class B Ordinary Shares participates in the income or loss on marketable securities based on

non-redeemable

ordinary shares’ proportionate interest.

The basic and diluted loss per common share is calculated as follows:


	For The Period from January 13, 2021 (inception) through March 31, 2021
Class A Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	139
Less: Company’s portion available to be withdrawn to pay taxes		—

Net income attributable	$	139

Denominator: Weighted average Class A Ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		28,282,899

Basic and diluted net income per share	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(319,783	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		139

Non-redeemable net loss	$	(319,922	)

Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		7,243,737

Basic and diluted net loss per share, Non-redeemable ordinary share s	$	(0.04	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

3 Months Ended

Mar. 31, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 3—Initial Public Offering

On March 25, 2021, the Company consummated its Initial Public Offering of 31,116,305 Units, including the partial exercise of the underwriters’ option to purchase 3,616,305 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $311.2 million, and incurring offering costs of approximately $17.6 million, of which approximately $10.9 million was for deferred underwriting commissions.

Each Unit consists of one Class A ordinary share and

one-fifth

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

3 Months Ended

Mar. 31, 2021

Private Placement [Abstract]

Private Placement

Note 4—Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,223,261 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $9.2 million.

Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 5—Related Party Transactions

Founder Shares

On January 20, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). On February 2, 2021, the Sponsor transferred 35,000 founder shares to each of Arno Harris,

Ja-Chin

Audrey Lee, Brian Goncher and Steven Berkenfeld, the Company’s independent directors. On March 22, 2021, the Company effected a share capitalization resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Sponsor agreed to forfeit up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the

45-day

option period. As a result, an aggregate of 127,174 Founder Shares were forfeited by the Sponsor upon the expiration of the over-allotment option.

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On January 20, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was

non-interest

bearing, unsecured and due upon the closing of the Initial Public Offering. For the period from January 13, 2021 (inception) through March 31, 2021, the Company borrowed approximately $172,000 under the Note and fully repaid the Note on March 26, 2021 (see Note 8).

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into up to 1,500,000 private placement warrants of the post Business Combination entity at a price of $1.00 per warrant. The 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, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

On March 25, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. The Company incurred approximately $10,000 in expenses in connection with such services during the period from January 13, 2021 (inception) ended March 31, 2021 as reflected in the accompanying statement of operations and included in accrued expenses—related party in connection with such services.

In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6—Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants, and 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 and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company grant the underwriters a

45-day

option from the date of this prospectus to purchase up to 4,125,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units. The remaining unexercised over-allotment option will expire at the conclusion of the

45-day

option period.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.2 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Note 7—Shareholders’ Equity

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 31,116,305 Class A ordinary shares issued or outstanding, including 28,295,737 Class A ordinary shares subject to possible redemption.

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. On January 20, 2021, the Company issued 7,187,500 Class B ordinary shares. On March 22, 2021, the Company effected a share capitalization resulting in an aggregate of 7,906,250 Class B ordinary shares issued and outstanding. Of the 7,906,250 Class B ordinary shares outstanding, up to 1,031,250 Class B ordinary shares are subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 25, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,616,305 Units with the remaining portion of the over-allotment option expiring at the conclusion of the

45-day

option period. As a result, an aggregate of 127,174 Founder Shares were forfeited by the Sponsor upon the expiration of the over-allotment option.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

one-to-one.

Preference Shares

— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At March 31, 2021, there were no preference shares issued or outstanding.

Derivative Warrant Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Warrant Liabilities [Abstract]

Derivative Warrant Liabilities

Note 8—Derivative Warrant Liabilities

As of March 31, 2021, the Company has 6,223,261 and 9,223,261 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial 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 the initial 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 the Company consummates its 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, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” 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 described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon 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

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders 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.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

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 last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering 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.

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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the

30-trading day

period ending three trading days before the Company sends 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9—Fair Value Measurements

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

March 31, 2021:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,163,203	$	—	$	—
Liabilities:
Derivative warrant liabilities—public	$	—	$	—	$	5,801,650
Derivative warrant liabilities—private	$	—	$	—	$	8,922,950

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 13, 2021 (inception) through March 31, 2021.

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since March 2021. For the period from January 13, 2021 (inception) through March 31, 2021, the Company recognized a charge to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $271,000 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations.

The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	March 22, 2021			As of March 31, 2021
S hare price	$	9.81		$	9.81
Volatility		14.3	%		14.0	%
Expected life of the options to convert		6.53			6.50
Risk-free rate		1.23	%		1.28	%
Dividend yield		—			—

The change in the fair value of the derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2021 is summarized as follows:


Derivative warrant liabilities at January 13, 2021 (inception)	$	—
Issuance of Public and Private Warrants		14,995,760
Change in fair value of derivative warrant liabilities		(271,160	)

Derivative warrant liabilities at March 31, 2021	$	14,724,600

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Revision to Prior Period Financial Statements

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Revision to Prior Period Financial Statements

Note 10—Revision to Prior Period Financial Statements

During the course of preparing the quarterly report on Form

10-Q

for the period from January 13, 2021 (inception) through March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated March 25, 2021, filed on Form

8-K

on March 31, 2021 (the

“Post-IPO

Balance Sheet”).

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 21, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

The Warrants were reflected as a component of equity in the

Post-IPO

Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic

815-40,

Derivatives and Hedging, Contracts in Entity

’

s Own Equity

(“ASC

815-40”). The

views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC

815-40

to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 21, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period.

The Company concluded that the misstatement was not material to the

Post-IPO

Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the

Post-IPO

Balance Sheet is as follows:


	As of March 25, 2021
	As Previously Reported			Reclassification			As Reclassified
Unaudited Condensed Balance Sheet
Total assets	$	314,189,950		$	—		$	314,189,950

Liabilities and shareholders ’ equity
Total current liabilities	$	525,842		$	—		$	525,842
Deferred underwriting commissions		10,890,707			—			10,890,707
Derivative warrant liabilities		—			14,995,760			14,995,760

Total liabilities		11,416,549			14,995,760			26,412,309
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		297,773,400			(14,995,760	)		282,777,640
Shareholders’ equity
Preference shares- $0.0001 par value		—			—			—
Class A ordinary shares - $0.0001 par value		134			150			284
Class B ordinary shares - $0.0001 par value		791			—			791
Additional paid-in-capital		5,035,976			462,470			5,498,446
Accumulated deficit		(36,900	)		(462,620	)		(499,520	)

Total shareholders’ equity		5,000,001			—			5,000,001

Total liabilities and shareholders’ equity	$	314,189,950		$	—		$	314,189,950

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 11—Subsequent Events

Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statement were issued. There are no such events requiring potential adjustment to or disclosure in the financial statements and the Company has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

S-X.

Emerging Growth Company

that apply to non-emerging growth companies but

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.

Investments Held in Trust Account

Concentration of Credit Risk

Fair Value of Financial Instruments

•

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

•

Derivative warrant liabilities

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The Company issued an aggregate of 6,223,261

ordinary shares warrants

815-40.

Offering Costs Associated with the Initial Public Offering

non-operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

more-likely-than-not

Net Loss Per Ordinary Share

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

two-class

Net loss per share, basic and diluted, for

Non-Redeemable

non-redeemable

ordinary share outstanding for the period.

Non-Redeemable

Class A and Class B Ordinary Shares includes Founder Shares and

non-redeemable

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

Non-Redeemable

Class A and Class B Ordinary Shares participates in the income or loss on marketable securities based on

non-redeemable

ordinary shares’ proportionate interest.

The basic and diluted loss per common share is calculated as follows:


	For The Period from January 13, 2021 (inception) through March 31, 2021
Class A Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	139
Less: Company’s portion available to be withdrawn to pay taxes		—

Net income attributable	$	139

Denominator: Weighted average Class A Ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		28,282,899

Basic and diluted net income per share	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(319,783	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		139

Non-redeemable net loss	$	(319,922	)

Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		7,243,737

Basic and diluted net loss per share, Non-redeemable ordinary share s	$	(0.04	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of basic and diluted loss per common share

The basic and diluted loss per common share is calculated as follows:


	For The Period from January 13, 2021 (inception) through March 31, 2021
Class A Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	139
Less: Company’s portion available to be withdrawn to pay taxes		—

Net income attributable	$	139

Denominator: Weighted average Class A Ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		28,282,899

Basic and diluted net income per share	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(319,783	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		139

Non-redeemable net loss	$	(319,922	)

Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		7,243,737

Basic and diluted net loss per share, Non-redeemable ordinary share s	$	(0.04	)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary of assets that are measured at fair value on a recurring basis

March 31, 2021:


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	311,163,203	$	—	$	—
Liabilities:
Derivative warrant liabilities—public	$	—	$	—	$	5,801,650
Derivative warrant liabilities—private	$	—	$	—	$	8,922,950

Summary of fair value measurement inputs and valuation techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	March 22, 2021			As of March 31, 2021
S hare price	$	9.81		$	9.81
Volatility		14.3	%		14.0	%
Expected life of the options to convert		6.53			6.50
Risk-free rate		1.23	%		1.28	%
Dividend yield		—			—

Summary of fair value of the derivative warrant liabilities

The change in the fair value of the derivative warrant liabilities for the period from January 13, 2021 (inception) through March 31, 2021 is summarized as follows:


Derivative warrant liabilities at January 13, 2021 (inception)	$	—
Issuance of Public and Private Warrants		14,995,760
Change in fair value of derivative warrant liabilities		(271,160	)

Derivative warrant liabilities at March 31, 2021	$	14,724,600

- 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

Revision to Prior Period Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Summary of effect of revisions to post IPO balance sheet

The Company concluded that the misstatement was not material to the

Post-IPO

Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the

Post-IPO

Balance Sheet is as follows:


	As of March 25, 2021
	As Previously Reported			Reclassification			As Reclassified
Unaudited Condensed Balance Sheet
Total assets	$	314,189,950		$	—		$	314,189,950

Liabilities and shareholders ’ equity
Total current liabilities	$	525,842		$	—		$	525,842
Deferred underwriting commissions		10,890,707			—			10,890,707
Derivative warrant liabilities		—			14,995,760			14,995,760

Total liabilities		11,416,549			14,995,760			26,412,309
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		297,773,400			(14,995,760	)		282,777,640
Shareholders’ equity
Preference shares- $0.0001 par value		—			—			—
Class A ordinary shares - $0.0001 par value		134			150			284
Class B ordinary shares - $0.0001 par value		791			—			791
Additional paid-in-capital		5,035,976			462,470			5,498,446
Accumulated deficit		(36,900	)		(462,620	)		(499,520	)

Total shareholders’ equity		5,000,001			—			5,000,001

Total liabilities and shareholders’ equity	$	314,189,950		$	—		$	314,189,950

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 25, 2021	Mar. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds received from initial public offering		$ 311,163,050
Offering costs		17,138,390
Deferred underwriting commissions		10,890,707
Cash and cash equivalents held in trust account		311,200,000
Minimum net worth necessary to carry out business combination		$ 5,000,001
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Expenses payable on liquidation		$ 100,000
Minimum per share amount to be maintained in the trust account		$ 10.00
Cash at bank		$ 2,797,895
Net working capital		$ 2,400,000
Stock shares issued during the period for services		25,000
Proceeds from related party debt		$ 172,000
Working capital loan outstanding		0
Proceeds from issuance of private placement		$ 9,223,261
Private Placement Warrants [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrant or right issued during period shares		9,223,261
Class of warrant or right share price		$ 1.00
Proceeds from issuance of private placement		$ 9,200,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of shares eligible to be transferred without any restriction		15.00%
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Fair value of net assets of the acquire as a percentage of assets in the trust account		80.00%
Equity method investment ownership percentage		50.00%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues	31,116,305
Sale of stock, price per share	$ 10.00
Proceeds received from initial public offering	$ 311,200,000
Offering costs	17,600,000
Deferred underwriting commissions	$ 10,900,000
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues	3,616,305

Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Common Share (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator:
Net income (loss)	$ (319,783)
Redeemable Shares [Member]
Numerator:
Income from investments held in Trust Account	139
Less: Company's portion available to be withdrawn to pay taxes	0
Net income (loss)	$ 139
Denominator:
Basic and diluted weighted average shares outstanding \| shares	28,282,899
Basic and diluted net income per share \| $ / shares	$ 0.00
Non-Redeemable Shares [Member]
Numerator:
Net loss	$ (319,783)
Less: Net income allocable to Class A ordinary shares subject to possible redemption	139
Net income (loss)	$ (319,922)
Denominator:
Basic and diluted weighted average shares outstanding \| shares	7,243,737
Basic and diluted net income per share \| $ / shares	$ (0.04)

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) shares
Class of Warrant or Right [Line Items]
Cash insured with federal depository insurance corporation \| $	$ 250,000
Common Class A [Member]
Class of Warrant or Right [Line Items]
Temporary equity shares outstanding	28,295,737
Warrant [Member]
Class of Warrant or Right [Line Items]
Antidilutive securities excluded from the computation of earnings per share	28,295,737
Warrant [Member] \| Private Placement [Member]
Class of Warrant or Right [Line Items]
Antidilutive securities excluded from the computation of earnings per share	15,446,522
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights or issued during the period units	6,223,261
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights or issued during the period units	9,223,261

Initial Public Offering - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 25, 2021	Mar. 31, 2021
Initial Public Offering [Line Items]
Proceeds received from initial public offering		$ 311,163,050
Offering costs		17,138,390
Deferred underwriting commissions		$ 10,890,707
Common Class A [Member] \| Public Warrants [Member]
Initial Public Offering [Line Items]
Class of warrant or rights exercise price		$ 11.50
IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares, new issues	31,116,305
Sale of stock, price per share	$ 10.00
Proceeds received from initial public offering	$ 311,200,000
Offering costs	17,600,000
Deferred underwriting commissions	$ 10,900,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during period, shares, new issues	3,616,305

Private Placement - Additional Information (Detail)	3 Months Ended
Private Placement - Additional Information (Detail)	Mar. 31, 2021 USD ($) $ / shares shares
Private Placement [Line Items]
Proceeds from issuance of private placement \| $	$ 9,223,261
Sponsor [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Class of warrant or right issued during period shares \| shares	9,223,261
Class of warrant or right share price \| $ / shares	$ 1.00
Proceeds from issuance of private placement \| $	$ 9,200,000
Class of warrant or rights exercise price \| $ / shares	$ 11.50
Number of days from which warrants will not be transferable or saleable	30 days

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 25, 2021	Jan. 20, 2021	Mar. 31, 2021	Mar. 22, 2021	Feb. 02, 2021
Stock shares issued during the period			25,000
Proceeds from related party debt			$ 172,000
Working capital loan outstanding			0
Agreed amount to repay for administrative services	$ 10,000
Administrative expenses—related party			$ 10,000
Share Price More Than Or Equals To USD Twelve [Member]
Share transfer, trigger price per share			$ 12.00
Number of consecutive trading days for determining share price			20 days
Number of trading days for determining share price			30 days
Threshold number of trading days for determining share price from date of business combination			150 days
Related Party Loan [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 300,000
Proceeds from related party debt			$ 172,000
Working Capital Loan [Member]
Share price		$ 1.00
Convertible debt		$ 1,500,000
Debt conversion, converted instrument, shares issued		1,500,000
Working capital loan outstanding			$ 0
Over-Allotment Option [Member]
Stock issued during period, shares, new issues	3,616,305
Threshold option period for expiration of remaining overallotment option	45 days
Sponsor [Member]
Shares transferred to related party					35,000
Common stock, shares, issued				7,906,250
Common stock, shares, outstanding				7,906,250
Number of common stock shares subject to forfeiture				1,031,250
Percent of founder shares to company's issued and outstanding shares				20.00%
Sponsor [Member] \| Over-Allotment Option [Member]
Forfeiture of Class B ordinary shares from Sponsor	127,174		127,174
Common Class B [Member]
Common stock, shares, issued			7,779,076
Common stock, shares, outstanding			7,779,076
Common Class B [Member] \| Over-Allotment Option [Member]
Number of common stock shares subject to forfeiture				1,031,250
Common Class B [Member] \| Sponsor [Member]
Related party transaction amounts of transaction		$ 25,000
Stock shares issued during the period		7,187,500

Commitments and Contingencies - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 25, 2021	Mar. 31, 2021
Deferred underwriting commissions		$ 10,890,707
IPO [Member]
Stock Issued During Period, Shares, New Issues	31,116,305
Underwriting discount per unit	$ 0.20
Payments for underwriting expense	$ 6,200,000
Deferred underwriting discount per unit	$ 0.35
Deferred underwriting commissions	$ 10,900,000
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	3,616,305
Threshold option period for expiration of remaining overallotment option	45 days
Underwriting Agreement [Member] \| IPO [Member]
Option grant to underwriters to purchase additional units		45 days
Stock Issued During Period, Shares, New Issues		4,125,000

Shareholders' Equity - Additional Information (Detail) - $ / shares			3 Months Ended
	Mar. 25, 2021	Mar. 22, 2021	Mar. 31, 2021	Jan. 20, 2021
Common stock threshold percentage on conversion of shares			20.00%
Preferred stock, shares authorized			5,000,000
Preferred stock, par or stated value per share			$ 0.0001
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Sponsor [Member]
Common stock, shares, issued		7,906,250
Common stock, shares, outstanding		7,906,250
Number of common stock shares subject to forfeiture		1,031,250
Over-Allotment Option [Member]
Stock issued during period, shares, new issues	3,616,305
Threshold option period for expiration of remaining overallotment option	45 days
Over-Allotment Option [Member] \| Sponsor [Member]
Forfeiture of Class B ordinary shares from Sponsor	127,174		127,174
Common Class A [Member]
Common stock, shares authorized			500,000,000
Common stock, par or stated value per share			$ 0.0001
Common stock, shares, issued			2,820,568
Common stock, shares, outstanding			2,820,568
Common stock, voting rights			one vote
Temporary equity shares outstanding			28,295,737
Common Class A [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Common stock, shares, outstanding			31,116,305
Temporary equity shares outstanding			28,295,737
Common Class B [Member]
Common stock, shares authorized			50,000,000
Common stock, par or stated value per share			$ 0.0001
Common stock, shares, issued			7,779,076
Common stock, shares, outstanding			7,779,076
Sale of stock percentage of ownership after transaction		20.00%
Common Class B [Member] \| Common Stock Subject to Mandatory Redemption [Member]
Common stock, shares, issued				7,187,500
Common Class B [Member] \| Over-Allotment Option [Member]
Number of common stock shares subject to forfeiture		1,031,250
Common Class B [Member] \| Share Capitalization [Member]
Common stock, shares, issued		7,906,250
Common stock, shares, outstanding		7,906,250

Derivative Warrant Liabilities - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Common Class A [Member]
Derivative Warrant Liabilities [Line Items]
Weighted average price of common stock as reported during trading days to meet fair market value criteria	10 days
Number of warrants will not exercisable during redemption period price per warrant	$ 0.361
Share Price Equals Or Exceeds Eighteen USD [Member]
Derivative Warrant Liabilities [Line Items]
Share price	18.00
Class of warrants or rights redemption per share	$ 0.01
Warrant minimum days' for prior written notice of redemption	30 days
Number of consecutive trading days to determine call of warrant redemption	20 days
Number of trading days to determine call of warrant redemption	30 days
Share Price Equals Or Exceeds Ten USD [Member]
Derivative Warrant Liabilities [Line Items]
Share price	$ 10.00
Class of warrants or rights redemption per share	$ 0.10
Warrant minimum days' for prior written notice of redemption	30 days
Number of consecutive trading days to determine call of warrant redemption	20 days
Number of trading days to determine call of warrant redemption	30 days
Public Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or right, outstanding \| shares	6,223,261
Number of days from which warrants become exercisable after the completion of business combination	30 days
Number of business days after the closing of business combination made efforts for SEC registration statement	20 days
Period within which registration statement shall be effective after closure of business combination	60 days
Public Warrants [Member] \| Common Class A [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights exercise price	$ 11.50
Public Warrants [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or rights exercise price	$ 11.50
Warrant expiration	5 years
Share price	$ 9.20
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds	60.00%
Number of trading days	20 days
Volume weighted average price per share	$ 9.20
Public Warrants [Member] \| Trigger Price One [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Redemption trigger price as a percentage of the newly issued price	115.00%
Class of warrants or right redemption trigger price	$ 18.00
Public Warrants [Member] \| Trigger Price Two [Member] \| Event Triggering Warrant Redemption [Member]
Derivative Warrant Liabilities [Line Items]
Redemption trigger price as a percentage of the newly issued price	180.00%
Class of warrants or right redemption trigger price	$ 10.00
Private Placement Warrants [Member]
Derivative Warrant Liabilities [Line Items]
Class of warrant or right, outstanding \| shares	9,223,261

Fair Value Measurements - Summary of Assets That Are Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Recurring [Member]	Mar. 31, 2021 USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	$ 311,163,203
Significant Other Unobservable Inputs (Level 3) [Member] \| Derivative warrant liabilities [Member] \| Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	5,801,650
Significant Other Unobservable Inputs (Level 3) [Member] \| Derivative warrant liabilities [Member] \| Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 8,922,950

Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Fair Value, Inputs, Level 3 [Member]	Mar. 31, 2021 yr	Mar. 22, 2021 yr
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	9.81	9.81
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.140	0.143
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	6.50	6.53
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.0128	0.0123
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0	0

Fair Value Measurements - Summary of Fair Value of The Derivative Warrant Liabilities (Detail) - Warrant [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Opening Balance, Derivative warrant liabilities	$ 0
Issuance of Public and Private Warrants	14,995,760
Change in fair value of derivative warrant liabilities	(271,160)
Ending Balance, Derivative warrant liabilities	$ 14,724,600

Fair Value Measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair value assets level 1 to level 3 transfers amount	$ 0
Change in fair value of derivative warrant liabilities	(271,160)
Public Warrants [Member]
Change in fair value of derivative warrant liabilities	$ 271,000

Revision to Prior Period Financial Statements - Summary of Effect of Revisions To Post IPO Balance Sheet (Detail) - USD ($)	Mar. 31, 2021	Mar. 25, 2021	Jan. 12, 2021
Unaudited Condensed Balance Sheet
Total assets	$ 315,370,562	$ 314,189,950
Liabilities and shareholders' equity
Total current liabilities	1,797,877	525,842
Deferred underwriting commissions	10,890,707	10,890,707
Derivative warrant liabilities	14,724,600	14,995,760
Total liabilities	27,413,184	26,412,309
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	282,957,370	282,777,640
Shareholders' equity
Additional paid-in-capital	5,318,731	5,498,446
Accumulated deficit	(319,783)	(499,520)
Total shareholders' equity	5,000,008	5,000,001	$ 0
Total liabilities and shareholders' equity	315,370,562	314,189,950
Common Class A [Member]
Shareholders' equity
Common stock, value	282	284
Common Class B [Member]
Shareholders' equity
Common stock, value	$ 778	791
As Previously Reported [Member]
Unaudited Condensed Balance Sheet
Total assets		314,189,950
Liabilities and shareholders' equity
Total current liabilities		525,842
Deferred underwriting commissions		10,890,707
Total liabilities		11,416,549
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		297,773,400
Shareholders' equity
Additional paid-in-capital		5,035,976
Accumulated deficit		(36,900)
Total shareholders' equity		5,000,001
Total liabilities and shareholders' equity		314,189,950
As Previously Reported [Member] \| Common Class A [Member]
Shareholders' equity
Common stock, value		134
As Previously Reported [Member] \| Common Class B [Member]
Shareholders' equity
Common stock, value		791
Reclassification [Member]
Liabilities and shareholders' equity
Derivative warrant liabilities		14,995,760
Total liabilities		14,995,760
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		(14,995,760)
Shareholders' equity
Additional paid-in-capital		462,470
Accumulated deficit		(462,620)
Reclassification [Member] \| Common Class A [Member]
Shareholders' equity
Common stock, value		$ 150

Revision to Prior Period Financial Statements - Summary of Effect of Revisions To Post IPO Balance Sheet (Parenthetical) (Detail) - $ / shares	Mar. 31, 2021	Mar. 25, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par or stated value per share	$ 0.0001
Revision of Prior Period [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock, par or stated value per share		$ 0.0001
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity redemption price per share	10.00
Common stock, par or stated value per share	0.0001
Common Class A [Member] \| Revision of Prior Period [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity redemption price per share		0.0001
Common stock, par or stated value per share		0.0001
Common Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par or stated value per share	$ 0.0001
Common Class B [Member] \| Revision of Prior Period [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par or stated value per share		$ 0.0001