0001564590-21-033226 | 10-Q | XBRL Viewer | Supernova Partners Acquisition Co II LTD

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Jun. 15, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	Supernova Partners Acquisition Co II, Ltd.
Entity Central Index Key	0001838359
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40140
Entity Tax Identification Number	98-1574543
Entity Address, Address Line One	4301 50th Street NW
Entity Address, Address Line Two	Suite 300 PMB 1044
Entity Address, City or Town	Washington
Entity Address, State or Province	DC
Entity Address Postal Zip Code	20016
City Area Code	202
Local Phone Number	918-7050
Document Quarterly Report	true
Document Transition Report	false
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	SNII.U
Security Exchange Name	NYSE
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	SNII
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		34,500,000
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	SNII WS
Security Exchange Name	NYSE
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,385,291
Prepaid expenses	414,746	$ 10,309
Total current assets	1,800,037	10,309
Deferred offering costs		33,000
Investments held in Trust Account	345,001,586
Total Assets	346,801,623	43,309
Current liabilities:
Accounts payable	65,450
Accrued expenses	393,300	33,000
Total current liabilities	458,750	33,000
Deferred underwriting commissions	12,075,000
Due to related party	4,820
Derivative warrant liabilities	13,728,750
Total liabilities	26,267,320	33,000
Commitments and Contingencies
Shareholders' Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	6,172,654	24,137
Accumulated deficit	(1,173,808)	(14,691)
Total shareholders' equity	5,000,003	10,309
Total Liabilities and Shareholders' Equity	346,801,623	43,309
Class A Ordinary Shares
Current liabilities:
Class A ordinary shares, $0.0001 par value; 31,553,430 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	315,534,300
Shareholders' Equity
Common stock value	294
Total shareholders' equity	294
Class B Ordinary Shares
Shareholders' Equity
Common stock value	863	863
Total shareholders' equity	$ 863	$ 863

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, outstanding	0	0
Class A Ordinary Shares
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares subject to possible redemption	31,553,430	0
Temporary equity, shares subject to possible redemption price per share	$ 10.00	$ 10.00
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, issued	2,946,570	0
Ordinary shares, outstanding	2,946,570	0
Ordinary shares subject to possible redemption	31,553,430	0
Class B Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
UNAUDITED CONDENSED STATEMENT OF OPERATIONS	Mar. 31, 2021 USD ($) $ / shares shares
General and administrative expenses	$ 135,253
Loss from operations	(135,253)
Change in fair value of derivative warrant liabilities	(523,000)
Offering costs associated with derivative warrant liabilities	(502,450)
Income from investments held in Trust Account	1,586
Net loss	$ (1,159,117)
Class A Ordinary Shares \| Common Stock Subject to Possible Redemption
Weighted average shares outstanding, basic and diluted \| shares	31,608,965
Basic and diluted net income (loss) per share \| $ / shares	$ 0.00
Non-redeemable Class A and Class B Common Stock
Weighted average shares outstanding, basic and diluted \| shares	8,749,433
Basic and diluted net income (loss) per share \| $ / shares	$ (0.13)

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Total	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ 10,309		$ 863	$ 24,137	$ (14,691)
Beginning balance, shares at Dec. 31, 2020			8,625,000
Sale of units in initial public offering, less allocation to derivative warrant liabilities	336,288,750	$ 3,450		336,285,300
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares		34,500,000
Offering costs	(19,011,138)			(19,011,138)
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities	4,405,500			4,405,500
Class A ordinary shares subject to possible redemption	(315,534,301)	$ (3,156)		(315,531,145)
Class A ordinary shares subject to possible redemption, shares		(31,553,430)
Net loss	(1,159,117)				(1,159,117)
Ending balance at Mar. 31, 2021	$ 5,000,003	$ 294	$ 863	$ 6,172,654	$ (1,173,808)
Ending balance, shares at Mar. 31, 2021		2,946,570	8,625,000

- Definition

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

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+ Details

- Definition

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

+ References + Details

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	$ (1,159,117)
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of derivative warrant liabilities	523,000
Offering costs associated with derivative liabilities	502,450
Income from investments held in Trust Account	(1,586)
Changes in operating assets and liabilities:
Prepaid expenses	(404,437)
Due to related party	4,820
Accrued expenses	58,300
Net cash used in operating activities	(476,570)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	275,000
Repayment of note payable to related party	(275,000)
Proceeds received from initial public offering, gross	345,000,000
Proceeds received from private placement	8,900,000
Offering costs paid	(7,038,139)
Net cash provided by financing activities	346,861,861
Net change in cash	1,385,291
Cash - end of the period	1,385,291
Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	65,450
Offering costs included in accrued expenses	302,000
Deferred underwriting commissions	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	316,110,220
Change in value of Class A ordinary shares subject to possible redemption	$ (575,920)

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Supernova Partners Acquisition Company II, Ltd. (the “Company”) was incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 22, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Supernova Partners II LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,450,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) 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”), located in the United States at J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into 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 (the “Public Shareholders”) of its Public Shares, 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 general 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 (initially anticipated to be $10.00 per Public Share). 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 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) 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 its amended and restated memorandum and articles of association (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 (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by 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 initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. 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.

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

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation 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 4, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of 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 in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

The Sponsor 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 Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the 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 $1.4 million in its operating bank account, and working capital of approximately $1.3 million.

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $275,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 4, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan.

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.

Risks and Uncertainties

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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of March 4, 2021 included in its Current Report on Form 8-K, filed March 10, 2021. The Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to FASB ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 99, "Materiality") ("SAB 99") issued by the SEC, the Company determined the impact of the error was immaterial. The following balance sheet items were impacted from the error correction as of March 4, 2021: an increase of approximately $13.2 million in warrant liabilities; a decrease of approximately $13.2 million in the amount of Class A ordinary shares subject to redemption; an increase of approximately $502,000 in additional paid-in capital; and an increase of approximately $502,000 in accumulated deficit.

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As of March 31, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account 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 condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments 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.

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.

Fair Value Measurements

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

•

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

•

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

•

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

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

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 stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). 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 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,450,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. 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 re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering 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 derivative 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 issued 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, as of March 31, 2021 and December 31, 2020, the Company had 31,553,430 and 0, respectively of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 13,075,000 of the Company’s Class A Ordinary Shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A Ordinary Shares are calculated by dividing the interest income earned on investments held in the Trust Account of $1,450 for the three months ended March 31, 2021, by the weighted average number of Class A Ordinary Shares outstanding for the period. Net loss per ordinary share, basic and diluted for Founder Shares is calculated by dividing the net loss of approximately $1.2 million, less income attributable to Class A Ordinary Shares of approximately $1,450, resulting in a net loss of approximately $1.2 million, by the weighted average number of Founder Shares outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

	For the Three Months Ended 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	$	1,450
Less: Company's portion available to be withdrawn to pay taxes		-
Net income attributable	$	1,450
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		31,608,965
Basic and diluted net income per share	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,159,117	)
Net income allocable to Class A ordinary shares subject to possible redemption		(1,450	)
Non-redeemable net loss	$	(1,160,567	)
Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		8,749,433
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.13	)

Income Taxes

The Company accounts for income taxes under FASB ASC 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits 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.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 4 — Related Party Transactions

Founder Shares

On December 22, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Shares and the associated amounts reflect: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. On February 22, 2021, the Sponsor transferred 28,750 Founder Shares to each of the five independent director nominees. Following the share dividend effected on March 1, 2021, each of the independent director nominees owns 34,500 Class B Ordinary Shares. The initial shareholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,450,000 Private Placement Warrants, at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants 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 except as described below in Note 6 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 Loans

On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $275,000 under the Note. The Company repaid the Note in full on March 4, 2021.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“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 the 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 lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 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 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Derivative Liabilities

3 Months Ended

Mar. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 6 — Derivative Liabilities

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 in each case 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 (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best 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 Class A 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 initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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 Class A ordinary shares during the 10 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, then 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” and “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 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “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, except as described below, 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; 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 an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

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

•

in whole and not in part;

•

at a price of $0.10 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares;

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public 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 Public 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 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 8 — Fair Value Measurements

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

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market fund	$	345,001,586	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public warrants	$	-	$	-	$	9,056,250
Derivative warrant liabilities - Private placement warrants	$	-	$	-	$	4,672,500
Total	$	-	$	-	$	13,728,750

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

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

Level 1 instruments include investments in money market funds invested in government securities and Public Warrants. 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 Initial Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. For the three months ended March 31, 2021, the Company recognized a non-cash loss resulting from an increase in the fair value of liabilities of approximately $0.5 million presented as change in fair value of derivative liabilities on the accompanying unaudited condensed 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 stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 for the warrants:

	March 4, 2021			March 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.75		$	9.78
Volatility		16.0	%		16.0	%
Term (years)		5.33			5.33
Risk-free rate		0.94	%		1.10	%

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the three months ended March 31, 2021 is summarized as follows:

Derivative liabilities at January 1, 2021	$	-
Issuance of Public Warrants		8,711,250
Issuance of Private Warrants		4,494,500
Change in fair value of derivative liabilities		523,000
Derivative liabilities at March 31, 2021	$	13,728,750

- 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

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Revision to Prior Period Financial Statements

NOTE 9. REVISION TO PRIOR PERIOD FINANCIAL STATEMENTS

During the course of preparing the quarterly report on Form 10-Q for the three-month period ended 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 4, 2021, filed on Form 8-K on March 10, 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 4, 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 re-measurement.

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 4, 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 4, 2021
	As Previously Reported			Revision Adjustments			As Revised
Balance Sheet
Total assets	$	346,880,911		$	-		$	346,880,911
Liabilities and shareholders’ equity
Total current liabilities	$	489,940		$	-		$	489,940
Deferred underwriting commissions		12,075,000			-			12,075,000
Derivative warrant liabilities		-			13,205,750			13,205,750
Total liabilities		12,564,940			13,205,750			25,770,690
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		329,315,970			(13,205,750	)		316,110,220
Shareholders’ equity
Prefered shares- $0.0001 par value		-			-			-
Class A ordinary shares - $0.0001 par value		157			132			289
Class B ordinary shares - $0.0001 par value		863			-			863
Additional paid-in-capital		5,040,797			502,318			5,543,115
Accumulated deficit		(41,816	)		(502,450	)		(544,266	)
Total shareholders’ equity		5,000,001			-			5,000,001
Total liabilities and shareholders’ equity	$	346,880,911		$	-		$	346,880,911

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in the Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

•

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

•

Derivative Warrant Liabilities

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

	For the Three Months Ended 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	$	1,450
Less: Company's portion available to be withdrawn to pay taxes		-
Net income attributable	$	1,450
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		31,608,965
Basic and diluted net income per share	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,159,117	)
Net income allocable to Class A ordinary shares subject to possible redemption		(1,450	)
Non-redeemable net loss	$	(1,160,567	)
Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		8,749,433
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.13	)

Income Taxes

There is currently no taxation imposed on income by the Government of the Cayman Islands.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis

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 - money market fund	$	345,001,586	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public warrants	$	-	$	-	$	9,056,250
Derivative warrant liabilities - Private placement warrants	$	-	$	-	$	4,672,500
Total	$	-	$	-	$	13,728,750

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 for the warrants:

	March 4, 2021			March 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	9.75		$	9.78
Volatility		16.0	%		16.0	%
Term (years)		5.33			5.33
Risk-free rate		0.94	%		1.10	%

Change in Fair Value of Derivative Liabilities

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the three months ended March 31, 2021 is summarized as follows:

Derivative liabilities at January 1, 2021	$	-
Issuance of Public Warrants		8,711,250
Issuance of Private Warrants		4,494,500
Change in fair value of derivative liabilities		523,000
Derivative liabilities at March 31, 2021	$	13,728,750

Revision to Prior Period Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Summary of Post IPO Balance Sheet

	As of March 4, 2021
	As Previously Reported			Revision Adjustments			As Revised
Balance Sheet
Total assets	$	346,880,911		$	-		$	346,880,911
Liabilities and shareholders’ equity
Total current liabilities	$	489,940		$	-		$	489,940
Deferred underwriting commissions		12,075,000			-			12,075,000
Derivative warrant liabilities		-			13,205,750			13,205,750
Total liabilities		12,564,940			13,205,750			25,770,690
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		329,315,970			(13,205,750	)		316,110,220
Shareholders’ equity
Prefered shares- $0.0001 par value		-			-			-
Class A ordinary shares - $0.0001 par value		157			132			289
Class B ordinary shares - $0.0001 par value		863			-			863
Additional paid-in-capital		5,040,797			502,318			5,543,115
Accumulated deficit		(41,816	)		(502,450	)		(544,266	)
Total shareholders’ equity		5,000,001			-			5,000,001
Total liabilities and shareholders’ equity	$	346,880,911		$	-		$	346,880,911

Description of Organization and Business Operations - Additional Information (Details) - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021	Dec. 31, 2020
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Proceeds received from initial public offering, gross		$ 345,000,000
Offering costs		$ 7,038,139
Exercise price of warrants		$ 11.50
Percentage of fair market value of acquisition required, of net assets held in Trust Account		80.00%
Minimum percentage of ownership required, post-transaction		50.00%
Percentage of restricted redeeming shares		15.00%
Business combination completion period from closing date of initial public offering		24 months
Maximum per share value of residual assets available for distribution		$ 10.00
Cash		$ 1,385,291
Working Capital		1,300,000
Sale of units in initial public offering, less allocation to derivative warrant liabilities		$ 336,288,750
Working Capital Loans
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Exercise price of warrants		$ 2.00
Borrowing outstanding		$ 0	$ 0
Sponsor \| Note
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Due to related parties current		275,000
Sponsor \| Founder
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities		25,000
Maximum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Interest to pay dissolution expenses		$ 100,000
Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued	4,450,000
Exercise price of warrants	$ 2.00
Proceeds from issuance of warrants	$ 8,900,000
Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	34,500,000
Stock issue price	$ 10.00
Proceeds received from initial public offering, gross	$ 345,000,000
Offering costs	19,500,000
Payment of deferred underwriting commissions	12,100,000
Initial Public Offering \| Sponsor \| Note
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Due to related parties current	275,000
Initial Public Offering \| Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Stock issue price		$ 10.00
Assets held in trust	$ 345,000,000
Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	4,500,000
Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares		34,500,000
Exercise price of warrants		$ 11.50
Temporary equity, shares subject to possible redemption price per share		$ 10.00	$ 10.00
Sale of units in initial public offering, less allocation to derivative warrant liabilities		$ 3,450
Class A Ordinary Shares \| Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	34,500,000
Stock issue price	$ 10.00
Class A Ordinary Shares \| Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	4,500,000
Public Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Temporary equity, shares subject to possible redemption price per share		$ 10.00
Maximum net tangible assets for business combination		$ 5,000,001
Redemption percentage of shares in case of not completing business combination within combination period		100.00%

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
	Mar. 04, 2021	Mar. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Increase of warrant liabilities	$ 13,200,000
Federal depository insurance coverage		$ 250,000
Cash equivalents		0	$ 0
Income from investments held in Trust Account		1,450
Net loss		(1,159,117)
Net income allocable to Class A Common stock subject to possible redemption		1,450
Unrecognized tax benefits		$ 0
Initial Public Offering and Private Placement
Summary Of Significant Accounting Policies [Line Items]
Number of shares purchased in calculation of diluted loss per share		13,075,000
Public Warrants
Summary Of Significant Accounting Policies [Line Items]
Class of warrant or right issued during the period shares		8,625,000
Private Placement Warrants
Summary Of Significant Accounting Policies [Line Items]
Class of warrant or right issued during the period shares		4,450,000
Class A Ordinary Shares
Summary Of Significant Accounting Policies [Line Items]
Decrease of Ordinary Shares Subject to Redemption	13,200,000
Increase additional paid in capital	502,000
Increase of accumulated deficit	$ 502,000
Ordinary shares subject to possible redemption		31,553,430	0

Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Shares (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Income from investments held in Trust Account	$ 1,450
Net income attributable	1,450
Numerator: Net Loss minus Net Earnings
Net loss	(1,159,117)
Net income allocable to Class A ordinary shares subject to possible redemption	(1,450)
Non-redeemable net loss	$ (1,160,567)
Non-Redeemable Ordinary Shares
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Weighted average shares outstanding, basic and diluted \| shares	8,749,433
Basic and diluted net income (loss) per share \| $ / shares	$ (0.13)
Common Stock Subject to Possible Redemption \| Class A Ordinary Shares
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Weighted average shares outstanding, basic and diluted \| shares	31,608,965
Basic and diluted net income (loss) per share \| $ / shares	$ 0.00

Related Party Transactions - Additional Information (Details)					3 Months Ended
	Mar. 04, 2021 USD ($) $ / shares shares	Mar. 01, 2021 shares	Jan. 14, 2021 shares	Dec. 22, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Feb. 22, 2021 Director shares	Dec. 31, 2020 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $					$ 336,288,750
Exercise price of warrants \| $ / shares					$ 11.50
Working Capital Loans
Related Party Transaction [Line Items]
Exercise price of warrants \| $ / shares					$ 2.00
Borrowing outstanding \| $					$ 0		$ 0
Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Debt conversion converted instrument amount \| $					$ 1,500,000
Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	4,500,000
Private Placement Warrants
Related Party Transaction [Line Items]
Period to issue warrant after completion of initial business combination					30 days
Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	34,500,000
Founder
Related Party Transaction [Line Items]
Sale of stock, description of transaction					(i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Founder \| Minimum [Member]
Related Party Transaction [Line Items]
Sale of stock, required price per share \| $ / shares					$ 12.00
Sponsor \| Note
Related Party Transaction [Line Items]
Due to related parties current \| $					$ 275,000
Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants issued					4,450,000
Warrants price \| $ / shares					$ 2.00
Proceeds from issuance of warrants \| $					$ 8,900,000
Exercise price of warrants \| $ / shares					$ 11.50
Sponsor \| Initial Public Offering \| Note
Related Party Transaction [Line Items]
Due to related parties current \| $	$ 275,000
Sponsor \| Initial Public Offering \| Maximum \| Note
Related Party Transaction [Line Items]
Debt face amount \| $				$ 300,000
Sponsor \| Founder
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $					$ 25,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, par value \| $ / shares	$ 0.0001				$ 0.0001		$ 0.0001
Ordinary shares, outstanding	8,625,000	8,625,000	7,187,500		8,625,000		8,625,000
Transferred common stock from sponsor to director nominees					8,625,000		8,625,000
Class B Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Ownership percentage on common stock issued and outstanding	20.00%
Underwriter options exercised	1,125,000
Class B Ordinary Shares \| Over-Allotment Option \| Maximum
Related Party Transaction [Line Items]
Shares forfeited	1,125,000
Class B Ordinary Shares \| Founder
Related Party Transaction [Line Items]
Ordinary shares, outstanding		8,625,000	7,187,500
Share dividend		34,500
Ownership percentage on common stock issued and outstanding			20.00%
Class B Ordinary Shares \| Founder \| Over-Allotment Option
Related Party Transaction [Line Items]
Underwriter options exercised	1,125,000
Class B Ordinary Shares \| Founder \| Over-Allotment Option \| Maximum
Related Party Transaction [Line Items]
Shares forfeited			1,125,000
Class B Ordinary Shares \| Sponsor \| Founder
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $				$ 25,000
Issuance of common stock to sponsor, shares				5,750,000
Ordinary shares, par value \| $ / shares				$ 0.0001
Transferred common stock from sponsor to director nominees						28,750
Number of independent director nominees \| Director						5
Class A Ordinary Shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $					$ 3,450
Issuance of common stock to sponsor, shares					34,500,000
Ordinary shares, par value \| $ / shares	$ 0.0001				$ 0.0001		$ 0.0001
Ordinary shares, outstanding					2,946,570		0
Transferred common stock from sponsor to director nominees					2,946,570		0
Warrant exercisable number of shares					1
Exercise price of warrants \| $ / shares					$ 11.50
Class A Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	4,500,000
Class A Ordinary Shares \| Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	34,500,000
Class A Ordinary Shares \| Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercisable number of shares					1

Derivative Liabilities - Additional Information (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Derivative Warrant Liabilities [Line Items]
Warrants exercisable period after completion of business combination	30 days
Exercise price of warrants	$ 11.50
Redemption of Warrants for Shares of Class A Ordinary Shares
Derivative Warrant Liabilities [Line Items]
Redemption price per share	10.00
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00
Derivative Warrant Liabilities [Line Items]
Exercise price of warrants	$ 0.01
Trading day period	20 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	180.00%
Redemption price per share	$ 18.00
Minimum period prior written notice of redemption	30 days
Overall trading period	30 days
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Derivative Warrant Liabilities [Line Items]
Exercise price of warrants	$ 0.10
Trading day period	20 days
Redemption price per share	$ 10.00
Minimum period prior written notice of redemption	30 days
Overall trading period	30 days
Minimum [Member]
Derivative Warrant Liabilities [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds	60.00%
Minimum [Member] \| Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Derivative Warrant Liabilities [Line Items]
Warrants exercisable in connection with redemption feature per share	$ 0.361
Class A Ordinary Shares
Derivative Warrant Liabilities [Line Items]
Exercise price of warrants	$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation	5 years
Trading day period	10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	115.00%
Redemption price per share	$ 10.00	$ 10.00
Class A Ordinary Shares \| Maximum
Derivative Warrant Liabilities [Line Items]
Initial business combination share price	$ 9.20

Stockholders' Equity - Additional Information (Details) - $ / shares		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021	Mar. 01, 2021	Jan. 14, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, authorized		5,000,000			5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001			$ 0.0001
Preferred stock, shares issued		0			0
Preferred stock, outstanding		0			0
Stock split, description		The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Class A Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized		500,000,000			500,000,000
Ordinary shares, par value	0.0001	$ 0.0001			$ 0.0001
Ordinary shares, outstanding		34,500,000			34,500,000
Ordinary shares, issued		34,500,000			34,500,000
Ordinary shares, possible redemption		31,553,430			0
Ordinary shares, outstanding		2,946,570			0
Class B Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized		50,000,000			50,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001			$ 0.0001
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000	7,187,500	8,625,000
Class B Ordinary Shares \| Over-Allotment Option
Class Of Stock [Line Items]
Ownership percentage on common stock issued and outstanding	20.00%
Underwriter options exercised	1,125,000
Class B Ordinary Shares \| Over-Allotment Option \| Maximum
Class Of Stock [Line Items]
Shares forfeited	1,125,000

Revision to Prior Period Financial Statements - Summary of Post IPO Balance Sheet (Details) - USD ($)	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Total assets	$ 346,801,623	$ 346,880,911	$ 43,309
Liabilities and Shareholders' Equity
Total current liabilities	458,750	489,940	33,000
Deferred underwriting commissions	12,075,000	12,075,000
Derivative warrant liabilities	13,728,750	13,205,750
Total liabilities	26,267,320	25,770,690	33,000
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		316,110,220
Shareholders' Equity
Prefered shares- $0.0001 par value
Additional paid-in capital	6,172,654	5,543,115	24,137
Accumulated deficit	(1,173,808)	(544,266)	(14,691)
Total shareholders' equity	5,000,003	5,000,001	10,309
Total Liabilities and Shareholders' Equity	346,801,623	346,880,911	43,309
Class A Ordinary Shares
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	315,534,300
Shareholders' Equity
Ordinary shares value	294	289
Total shareholders' equity	294
Class B Ordinary Shares
Shareholders' Equity
Ordinary shares value	863	863	863
Total shareholders' equity	$ 863		$ 863
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Total assets		346,880,911
Liabilities and Shareholders' Equity
Total current liabilities		489,940
Deferred underwriting commissions		12,075,000
Total liabilities		12,564,940
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		329,315,970
Shareholders' Equity
Prefered shares- $0.0001 par value
Additional paid-in capital		5,040,797
Accumulated deficit		(41,816)
Total shareholders' equity		5,000,001
Total Liabilities and Shareholders' Equity		346,880,911
As Previously Reported \| Class A Ordinary Shares
Shareholders' Equity
Ordinary shares value		157
As Previously Reported \| Class B Ordinary Shares
Shareholders' Equity
Ordinary shares value		863
Revision Adjustments
Liabilities and Shareholders' Equity
Derivative warrant liabilities		13,205,750
Total liabilities		13,205,750
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		(13,205,750)
Shareholders' Equity
Prefered shares- $0.0001 par value
Additional paid-in capital		502,318
Accumulated deficit		(502,450)
Revision Adjustments \| Class A Ordinary Shares
Shareholders' Equity
Ordinary shares value		$ 132

Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 04, 2021
Commitments And Contingencies Disclosure [Abstract]
Period of underwriters option to purchase	45 days
Maximum additional units purchase to cover over allotments	4,500,000
Date of underwriter fully exercised over allotment option.	Mar. 04, 2021
Underwriting discount per unit	$ 0.20
Payments for underwriting discount	$ 6,900,000
Deferred underwriting commission per unit	$ 0.35
Deferred underwriting commissions	$ 12,075,000	$ 12,075,000

Fair Value Measurements - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair value of assets or liabilities measured at fair value		$ 0
Change in fair value of derivative warrant liabilities	$ 523,000
Measurement Input, Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs for Warrants (Details) - Fair Value, Inputs, Level 3	Mar. 31, 2021	Mar. 04, 2021
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	9.78	9.75
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	16.0	16.0
Term (years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, term	5 years 3 months 29 days	5 years 3 months 29 days
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.10	0.94

Initial Public Offering - Additional Information (Details) - USD ($)		3 Months Ended
	Mar. 04, 2021	Mar. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Gross proceeds received from initial public offering		$ 345,000,000
Offering costs		$ 7,038,139
Description of public warrant		Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Exercise price of warrants		$ 11.50
Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued		34,500,000
Warrant exercisable number of shares		1
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00
Gross proceeds received from initial public offering	$ 345,000,000
Offering costs	19,500,000
Payment of deferred underwriting commissions	$ 12,100,000
Initial Public Offering \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00
Over-Allotment Units
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000
Over-Allotment Units \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)	Mar. 31, 2021 USD ($)
Assets:
Investments held in Trust Account	$ 345,001,586
Fair Value, Inputs, Level 1 \| Money Market Fund
Assets:
Investments held in Trust Account	345,001,586
Fair Value, Inputs, Level 3
Liabilities:
Derivative liabilities	13,728,750
Public Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	9,056,250
Private Placement Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 4,672,500

Subsequent Events - Additional Information (Details) - $ / shares	Apr. 15, 2021	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020
Subsequent Event
Subsequent Event [Line Items]
Description of unit	Each Unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant to purchase one Class A Ordinary Share.
Class A Ordinary Shares
Subsequent Event [Line Items]
Ordinary shares, par value		$ 0.0001	$ 0.0001	$ 0.0001
Warrant exercisable number of shares		1
Class A Ordinary Shares \| Subsequent Event
Subsequent Event [Line Items]
Ordinary shares, par value	$ 0.0001
Warrant exercisable number of shares	1