Electriq Power (ELIQQ) 10-Q 25 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 24, 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 Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TLG Acquisition One Corp.
Entity Central Index Key	0001827871
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39948
Entity Tax Identification Number	85-3310839
Entity Address, Address Line One	515 North Flagler Drive, Suite 520
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	561
Local Phone Number	945-8340
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	TLGA
Security Exchange Name	NYSE
Title of 12(b) Security	Class A common shares included as part of the units
Entity Common Stock, Shares Outstanding		40,000,000
Common Class F [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,000,000
Capital Units [Member]
Document Information [Line Items]
Trading Symbol	TLGA.U
Security Exchange Name	NYSE
Title of 12(b) Security	Units, each consisting of one Class A common share, $0.0001 par value, and one-third of one redeemable warrant
Warrant [Member]
Document Information [Line Items]
Trading Symbol	TLGA WS
Security Exchange Name	NYSE
Title of 12(b) Security	Redeemable warrants included as part of the units

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 258,437	$ 500
Prepaid expenses	785,836
Total current assets	1,044,273	500
Investments held in Trust Account	400,003,874
Deferred offering costs		318,261
Total Assets	401,048,147	318,761
Current liabilities:
Accounts payable	18,000	750
Accrued expenses	106,250	157,261
Note payable - related party		138,142
Franchise tax payable	49,207	937
Total current liabilities	173,457	297,090
Derivative warrant liabilities	21,666,670
Deferred underwriting commissions	14,000,000
Total Liabilities	35,840,127	297,090
Commitments and Contingencies
Class A common stock, $0.0001 par value; 36,020,801 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively	360,208,010
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020
Additional paid-in capital		24,000
Retained earnings (accumulated deficit)	4,998,612	(3,329)
Total stockholders' equity	5,000,010	21,671
Total Liabilities and Stockholders' Equity	401,048,147	318,761
Common Class A [Member]
Stockholders' Equity:
Common stock value	398
Common Class F [Member]
Stockholders' Equity:
Common stock value	$ 1,000	$ 1,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	36,020,801	0
Temporary equity, redemption price per share	$ 10	$ 10
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	3,979,199	0
Common stock shares outstanding	3,979,199	0
Common Class F [Member]
Temporary equity shares outstanding	1,250,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000

Condensed Statement of Operatio

Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 273,069
General and administrative expenses - related party	14,000
Franchise tax expense	97,996
Loss from operations	(385,065)
Offering costs allocated to derivative warrant liabilities	(1,413,340)
Change in fair value of derivative warrant liabilities	12,866,660
Income from investments held in Trust Account	3,874
Earnings before income taxes	11,072,129
Income tax expense	0
Net income	11,072,129
Common Class A [Member]
Franchise tax expense	4,000
Income from investments held in Trust Account	$ 4,000
Weighted average shares outstanding | shares	40,000,000
Basic and diluted net income per share | $ / shares	$ 0
Common Class F [Member]
General and administrative expenses	$ 287,000
Franchise tax expense	94,000
Change in fair value of derivative warrant liabilities	(12,900,000)
Net income	$ 11,100,000
Weighted average shares outstanding | shares	10,000,000
Basic and diluted net income per share | $ / shares	$ 1.11

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings / (Accumulated Deficit) [Member]	Common Class A [Member]Common Stock [Member]	Common Class F [Member]	Common Class F [Member]Common Stock [Member]
Beginning balance at Dec. 31, 2020	$ 21,671	$ 24,000	$ (3,329)			$ 1,000
Beginning balance (in shares) at Dec. 31, 2020						10,000,000
Sale of units in initial public offering, less fair value of Public Warrants	375,466,670	375,462,670		$ 4,000
Sale of units in initial public offering, less fair value of Public Warrants (in shares)				40,000,000
Offering costs	(21,352,450)	(21,352,450)
Common stock subject to possible redemption	(360,208,010)	$ (354,134,220)	(6,070,188)	$ (3,602)
Common stock subject to possible redemption (in shares)				(36,020,801)
Net income	11,072,129		11,072,129		$ 11,100,000
Ending balance at Mar. 31, 2021	$ 5,000,010		$ 4,998,612	$ 398		$ 1,000
Ending balance (in shares) at Mar. 31, 2021				3,979,199		10,000,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 11,072,129
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party under note payable	1,530
Offering costs allocated to derivative warrant liabilities	1,413,340
Change in fair value of derivative warrant liabilities	(12,866,660)
Income from investments held in Trust Account	(3,874)
Changes in operating assets and liabilities:
Prepaid expenses	(785,836)
Accounts payable	18,000
Accrued expenses	21,250
Franchise tax payable	48,270
Net cash used in operating activities	(1,081,851)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(400,000,000)
Net cash used in investing activities	(400,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(192,312)
Proceeds received from initial public offering, gross	400,000,000
Proceeds received from private placement	10,000,000
Offering costs paid	(8,467,900)
Net cash provided by financing activities	401,339,788
Net change in cash	257,937
Cash - beginning of the period	500
Cash - end of the period	258,437
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	85,000
Deferred offering costs paid by related party under promissory note	51,890
Accounts payable paid through promissory note	750
Deferred underwriting commissions in connection with the initial public offering	14,000,000
Initial value of common stock subject to possible redemption	343,866,050
Change in value of Class A common shares subject to possible redemption	$ (16,341,960)

Description of Organization and

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 TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an 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 October 2, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 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 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account, and invested only in 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 in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 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 the 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 net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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 the holders of the Public Shares (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ per Public Share). The per-share amount to be distributed to Public Stockholders 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 recorded at a redemption value and 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” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 Public Shares, without the prior consent of the Company. The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 1, 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, subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders 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 the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. 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 third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), 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 Public 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not 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”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses 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 $258,000 in its operating bank account and working capital of approximately $871,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a Note (as defined in Note 4). The Company Based on the foregoing, management believes that the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

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 period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. 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 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of 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, held outside of the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature . Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 FASB ASC Topic 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 13,333,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,666,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company re-measurement Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the Private Placement Warrants continue to be measured at fair value using a modified Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. 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 and presented as non-operating Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) Company’s condensed balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets aggregating approximately $81,000, which are subject to a full valuation allowance. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to income tax examinations by major taxing authorities since inception. Net income per common share Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement since the average market price of our Class A common stock for the three months ended March 31, 2021 was below the warrants’ $11.50 exercise price. As a result, diluted income per ordinary share is the same as basic net income per ordinary share for the period presented . The Company’s condensed two-class Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 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 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock 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 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 October 13, 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 loan was non-interest 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, 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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 $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred $14,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2021, and in accounts payable as of March 31, 2021. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation 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 register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 6 — Stockholders’ Equity Preferred Stock As of March 31, 2021 and December 31, 2020, there were Class A Common Stock redemption. As of December 31, 2020, there were no shares of Class A common stock issued or outstanding. Class F Common Stock - The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. As of March 31, 2021 and December 31, 2020, there were 10,000,000 shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note 4. Of the 10,000,000 shares of Class F common stock outstanding at December 31, 2020, up to The amended and restated certificate of incorporation will provide that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Warrant Liability Disclosure [Abstract]
Warrants	Note 7 — Warrants As of March 31, 2021, the Company had 13,333,333 Public Warrants and 6,666,667 Private Warrants 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock 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 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business 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. 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 shares of common stock 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 share of common stock (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 stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock 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 Redemption of warrants for cash: 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 of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day . If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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

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. There were no assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market fund $ 400,003,874 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 7,600,000 — — Derivative warrant liabilities - Private placement warrants $ — $ — $ 14,066,670 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the hierarchy for the three months ended March 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants have initially been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants continues to be estimated using a Black-Scholes option pricing model. 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 an option pricing 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 ordinary shares based on historical volatility of select peer companies’ 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 1, 2021 March 31, 202 1 Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.68 Term (yrs) 5 5 Volatility 31.0 % 29.0 % Risk-free rate 0.69 % 0.92 % The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 34,533,330 Transfer of Public Warrants to Level 1 (24,533,330 ) Change in fair value of derivative warrant liabilities 4,066,670 Level 3 - Derivative warrant liabilities at March 31, 2021 $ 14,066,670

Revision to Prior Period Financ

Revision to Prior Period Financial Statement	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Revision to Prior Period Financial Statement	Note 9 — Revision to Prior Period Financial Statement 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 February 1, 2021, filed on Form 8-K on February 5, 2021 (the “Post-IPO Balance Sheet”) and should no longer be relied upon. As such, the Company is restating its Post-IPO Balance Sheet within this quarterly report. 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 issuance on February 1, 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 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 ASC 815. 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 to the warrant agreement. The Company reassessed its accounting for Warrants issued on February 1, 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’s statement of operations each reporting period. The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of February 1 As Previously Restatement As Restated Balance Sheet Total assets $ 402,379,699 $ — $ 402,379,699 Liabilities and stockholders’ equity Total current liabilities $ 1,113,641 $ — $ 1,113,641 Deferred underwriting commissions 14,000,000 — 14,000,000 Derivative warrant liabilities — 34,533,330 34,533,330 Total liabilities 15,113,641 384,533,330 49,646,971 Class A common stock, 382,266,050 (38,400,000 ) 347,732,720 Stockholders’ equity Prefer r — — — Class A common stock 177 346 523 Class F common stock 1,000 — 1,000 Additional paid-in-capital 5,060,183 5,279,664 10,339,847 Accumulated deficit (61,352 ) (5,280,010 ) (5,341,362 ) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 402,379,699 $ — $ 402,379,699

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as disclosed in Note 9, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	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 period presented. Operating results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.
Emerging Growth Company	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
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of
Cash and Cash Equivalents	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, held outside of the Trust Account.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account 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 of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature .
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	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 FASB ASC Topic 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 13,333,333 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,666,667 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company re-measurement Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the Private Placement Warrants continue to be measured at fair value using a modified Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	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 and presented as non-operating
Class A Common Shares Subject to Possible Redemption	Class A Common Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) Company’s condensed balance sheets.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets aggregating approximately $81,000, which are subject to a full valuation allowance. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income per common share	Net income per common share Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement since the average market price of our Class A common stock for the three months ended March 31, 2021 was below the warrants’ $11.50 exercise price. As a result, diluted income per ordinary share is the same as basic net income per ordinary share for the period presented . The Company’s condensed two-class
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	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. There were no assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020. Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - Money market fund $ 400,003,874 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 7,600,000 — — Derivative warrant liabilities - Private placement warrants $ — $ — $ 14,066,670
Summary of Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 1, 2021 March 31, 202 1 Exercise price $ 11.50 $ 11.50 Stock price $ 9.40 $ 9.68 Term (yrs) 5 5 Volatility 31.0 % 29.0 % Risk-free rate 0.69 % 0.92 %
Summary of Change in the Fair Value of Derivative Warrant Liabilities	The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 - Derivative warrant liabilities at December 31, 2020 $ — Issuance of Public and Private Warrants 34,533,330 Transfer of Public Warrants to Level 1 (24,533,330 ) Change in fair value of derivative warrant liabilities 4,066,670 Level 3 - Derivative warrant liabilities at March 31, 2021 $ 14,066,670

Revision to Prior Period Fina_2

Revision to Prior Period Financial Statement (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Schedule of Effect of the Revisions to the Post-IPO Balance Sheet	The effect of the revisions to the Post-IPO As of February 1 As Previously Restatement As Restated Balance Sheet Total assets $ 402,379,699 $ — $ 402,379,699 Liabilities and stockholders’ equity Total current liabilities $ 1,113,641 $ — $ 1,113,641 Deferred underwriting commissions 14,000,000 — 14,000,000 Derivative warrant liabilities — 34,533,330 34,533,330 Total liabilities 15,113,641 384,533,330 49,646,971 Class A common stock, 382,266,050 (38,400,000 ) 347,732,720 Stockholders’ equity Prefer r — — — Class A common stock 177 346 523 Class F common stock 1,000 — 1,000 Additional paid-in-capital 5,060,183 5,279,664 10,339,847 Accumulated deficit (61,352 ) (5,280,010 ) (5,341,362 ) Total stockholders’ equity 5,000,008 — 5,000,008 Total liabilities and stockholders’ equity $ 402,379,699 $ — $ 402,379,699

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Mar. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO		$ 400,000,000
Deferred underwriting commissions	$ 14,000,000	14,000,000
Payment to acquire restricted investments		$ 400,000,000
Restricted investments term		185 days
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Lock in period for redemption of public shares after closing of IPO		24 months
Minimum share price of the residual assets remaining available for distribution		$ 10
Operating bank account		$ 258,000
Working capital (deficit)		$ 871,000
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued price per warrant		$ 1.50
Proceeds from issuance of warrants		$ 10,000,000
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum public share price due to reductions in the value of the trust assets less taxes payable		$ 10
Proceeds from unsecured and non-interest bearing promissory note		$ 192,000
Sponsor [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period		4,666,667
Sponsor [Member] | Founder shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of common stock		$ 25,000
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period		2,000,000
Public shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price		$ 10
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of fair market value of target business to asset held in trust account		80.00%
Percentage of voting interests acquired		50.00%
Net tangible assets required for consummation of business combination		$ 5,000,001
Dissolution expense		$ 100,000
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price		$ 10
Percentage of redeeming shares of public shares without the company's prior written consent		15.00%
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments	$ 400,000,000
Share Price	$ 10
IPO [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares	40,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 400,000,000
Offering costs	22,700,000
Deferred underwriting commissions	$ 14,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares	5,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Accounting Policies [Line Items]
FDIC insured amount	$ 250,000
Cash equivalents, at carrying value	$ 0		$ 0
Restricted investments term	185 days
Deferred tax assets net of valuation allowance	$ 81,000
Unrecognized tax benefits	0
Accrued for interest and penalties	0
Income from investments held in Trust Account	3,874
Franchise taxes	97,996
General and administrative expenses	273,069
Net income	11,072,129
Change in fair value of derivative warrant liabilities	$ (12,866,660)
IPO [Member]
Accounting Policies [Line Items]
Class of warrants exercise price	$ 11.50
Common Class A [Member]
Accounting Policies [Line Items]
Temporary equity shares outstanding	36,020,801	0.0001	0
Income from investments held in Trust Account	$ 4,000
Franchise taxes	$ 4,000
Common Class F [Member]
Accounting Policies [Line Items]
Temporary equity shares outstanding	1,250,000
Franchise taxes	$ 94,000
General and administrative expenses	287,000
Offering costs associated with derivative warrant liabilities	1,400,000
Net income	11,100,000
Change in fair value of derivative warrant liabilities	$ 12,900,000
Public Warrants [Member]
Accounting Policies [Line Items]
Number of Warrants or Rights Outstanding	13,333,333
Class of warrants exercise price	$ 11.50
Public Warrants [Member] | Common Class A [Member]
Accounting Policies [Line Items]
Class of warrants exercise price	$ 11.50
Private Placement Warrants [Member]
Accounting Policies [Line Items]
Number of Warrants or Rights Outstanding	6,666,667
Private Placement Warrants [Member] | Common Class A [Member]
Accounting Policies [Line Items]
Class of warrants exercise price	$ 11.50

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Mar. 31, 2021
Proceeds from issuance of IPO		$ 400,000,000
Deferred underwriting commissions	$ 14,000,000	$ 14,000,000
Public Warrants [Member]
Class of warrant or right, exercise price of warrants or rights		$ 11.50
IPO [Member]
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Common Class A [Member]
Stock conversion basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Shares issuable per warrant		1
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Common Class A [Member] | IPO [Member]
Stock issued during period shares	40,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 400,000,000
Deferred underwriting commissions	14,000,000
Offering costs	$ 22,700,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period shares	5,000,000

Related Party Transactions - A

Related Party Transactions - Additional Information (Detail) - USD ($)	Jan. 27, 2021	Oct. 13, 2020	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common stock, threshold percentage on conversion of shares			20.00%
Number of consecutive trading days for determining share price			10 days
Minimum lock in period for transfer, assign or sell warrants after completion of IPO			30 days
Note payable - related party					$ 138,142
General and administrative expenses, related party			$ 14,000
Accounts Payable [Member]
Related Party Transaction [Line Items]
General and administrative expenses, related party			14,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 300,000
Debt instrument, interest rate, stated percentage		0.00%
Proceeds from related party debt		$ 192,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, carrying amount of equity component			$ 1,500,000
Debt instrument, convertible, conversion price			$ 1.50
Note payable - related party			$ 0		$ 0
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued price per warrant			$ 1.50
Proceeds from Issuance of Warrants			$ 10,000,000
Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share			$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares outstanding			10,000,000		10,000,000
Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding				1,250,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share			$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares outstanding			3,979,199		0
Common Class A [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Shares issuable per warrant			1
Class of warrant or right, exercise price of warrants or rights			$ 11.50
Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share		$ 0.0001
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share transfer trigger price per share			$ 12
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
Sponsor [Member] | Office Space Administrative And Support Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 7,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period			4,666,667
Sponsor [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock dividend per share	$ 0.15942029
Common stock, threshold percentage on conversion of shares			20.00%
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding				1,250,000
Sponsor [Member] | Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services		$ 25,000
Stock issued during period, shares, issued for services		8,625,000
Stock transferred during the period, shares			40,000
Common stock shares outstanding	10,000,000
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period			2,000,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Feb. 01, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting discount paid per unit		$ 0.20
Payments for underwriting expense		$ 8,000,000
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions	$ 14,000,000	$ 14,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Overallotment option	45 days
Stock issued during period shares	5,000,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000		1,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares issued	0		0
Preferred stock shares outstanding	0		0
Percentage of ownership held by initial shareholders	20.00%
Minimum percentage of outstanding shareholders approval required for amendment	90.00%
Common stock, threshold percentage on conversion of shares	20.00%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	200,000,000		200,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	3,979,199		0
Common stock shares outstanding	3,979,199		0
Temporary equity shares outstanding	36,020,801	0.0001	0
Common Class F [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000		20,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	10,000,000		10,000,000
Common stock shares outstanding	10,000,000		10,000,000
Temporary equity shares outstanding	1,250,000
Common Class F [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares outstanding		1,250,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Warrant Liability Disclosure [Line Items]
Minimum lock in period for transfer, assign or sell warrants after completion of IPO	30 days
Number of consecutive trading days for determining share price	10 days
Share Price Less Than Or Equals To USD Nine Point Two [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 9.20
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member]
Warrant Liability Disclosure [Line Items]
Class of warrant or right, redemption price adjustment percentage	115.00%
Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Class of Warrants, Redemption Notice Period	30 days
Share Price Less Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 10
Class of Warrants, Redemption Price Per Unit	$ 0.10
Class of Warrants, Redemption Notice Period	30 days
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding | shares	13,333,333
Warrants Exercisable Term from the Date of Completion of business Combination	30 days
Warrants Exercisable term from the Closing of IPO	12 months
Minimum lock in period for SEC registration from date of business combination	20 days
Minimum lock In period to become effective after the closing of the initial business combination	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Private Placement Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding | shares	6,666,667
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 18
Class of Warrants, Redemption Price Per Unit	$ 0.01
Class of Warrants, Redemption Notice Period	30 days
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value	$ 0
Liabilities fair value	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member]	Mar. 31, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 7,600,000
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account - Money market fund	400,003,874
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 14,066,670

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Mar. 31, 2021yr	Feb. 01, 2021yr
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	11.50	11.50
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	9.68	9.40
Term (yrs) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	5	5
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	29	31
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs	0.92	0.69

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member]	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 - Derivative warrant liabilities at December 31, 2020	$ 0
Issuance of Public and Private Warrants	34,533,330
Transfer of Public Warrants to Level 1	(24,533,330)
Change in fair value of derivative warrant liabilities	4,066,670
Level 3 - Derivative warrant liabilities at March 31, 2021	$ 14,066,670

Revision to Prior Period Fina_3

Revision to Prior Period Financial Statement - Schedule of Effect of the Revisions to the Post-IPO Balance Sheet (Detail) - USD ($)	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets	$ 401,048,147	$ 402,379,699	$ 318,761
Liabilities and Stockholders' Equity:
Total current liabilities	173,457	1,113,641	297,090
Deferred underwriting commissions	14,000,000	14,000,000
Derivative warrant liabilities	21,666,670	34,533,330
Total Liabilities	35,840,127	49,646,971	297,090
Temporary equity carrying amount	360,208,010
Stockholders' Equity:
Preferred stock value		0
Additional paid-in capital		10,339,847	24,000
Accumulated deficit	4,998,612	(5,341,362)	(3,329)
Total stockholders' equity	5,000,010	5,000,008	21,671
Total Liabilities and Stockholders' Equity	401,048,147	402,379,699	318,761
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets		402,379,699
Liabilities and Stockholders' Equity:
Total current liabilities		1,113,641
Deferred underwriting commissions		14,000,000
Derivative warrant liabilities		0
Total Liabilities		15,113,641
Stockholders' Equity:
Preferred stock value		0
Additional paid-in capital		5,060,183
Accumulated deficit		(61,352)
Total stockholders' equity		5,000,008
Total Liabilities and Stockholders' Equity		402,379,699
Restatement Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total Assets		0
Liabilities and Stockholders' Equity:
Total current liabilities		0
Deferred underwriting commissions		0
Derivative warrant liabilities		34,533,330
Total Liabilities		384,533,330
Stockholders' Equity:
Preferred stock value		0
Additional paid-in capital		5,279,664
Accumulated deficit		(5,280,010)
Total stockholders' equity		0
Total Liabilities and Stockholders' Equity		0
Common Class A [Member]
Liabilities and Stockholders' Equity:
Temporary equity carrying amount		347,732,720
Stockholders' Equity:
Common stock value	398	523
Common Class A [Member] | Previously Reported [Member]
Liabilities and Stockholders' Equity:
Temporary equity carrying amount		382,266,050
Stockholders' Equity:
Common stock value		177
Common Class A [Member] | Restatement Adjustments [Member]
Liabilities and Stockholders' Equity:
Temporary equity carrying amount		(38,400,000)
Stockholders' Equity:
Common stock value		346
Common Class F [Member]
Stockholders' Equity:
Common stock value	$ 1,000	1,000	$ 1,000
Common Class F [Member] | Previously Reported [Member]
Stockholders' Equity:
Common stock value		1,000
Common Class F [Member] | Restatement Adjustments [Member]
Stockholders' Equity:
Common stock value		$ 0

Revision to Prior Period Fina_4

Revision to Prior Period Financial Statement - Schedule of Effect of the Revisions to the Post-IPO Balance Sheet (Parenthetical) (Detail) - $ / shares	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity shares outstanding	36,020,801	0.0001	0
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common Class F [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity shares outstanding	1,250,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001