Fathom Digital Manufacturing Corporation - Ordinary Shares (FATH) 10-Q 1 Jun 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	Jun. 01, 2021
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	Altimar Acquisition Corp. II
Document Period End Date	Mar. 31, 2021
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
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 Central Index Key	0001836176
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Address, State or Province	NY
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	40 West 57th Street
Entity Address, Address Line Two	33rd Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	287-6767
Entity File Number	001-39994
Entity Tax Identification Number	98-1571400
Document Quarterly Report	true
Document Transition Report	false
Class A ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Trading Symbol	ATMR
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Security Exchange Name	NYSE
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Units Each Consisting Of One Share Of Class Common Stock And One Fourth Of One Redeemable Warrant
Document Information [Line Items]
Trading Symbol	ATMR.U
Title of 12(b) Security	Units, each consisting of oneClass A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable
Document Information [Line Items]
Trading Symbol	ATMR WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets, Current [Abstract]
Cash	$ 1,651,431
Prepaid expenses	1,007,641
Total current assets	2,659,072
Deferred offering costs		$ 75,000
Cash and marketable securities held in the Trust Account	345,001,095
TOTAL ASSETS	347,660,167	75,000
Current liabilities
Accrued expenses	1,803,562
Accrued offering costs	253,607	50,000
Promissory note—related party		5,000
Total current liabilities	2,057,169	55,000
Warrant liability	35,903,054
Deferred underwriting fee payable	12,075,000
Total liabilities	50,035,223	55,000
Commitments and Contingencies
Shareholders' Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	20,729,270	24,137
Accumulated deficit	(15,730,653)	(5,000)
Total shareholders' equity	5,000,004	20,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	347,660,167	75,000
Class A common stock
Current liabilities
Class A Ordinary Shares subject to possible redemption—29,262,494 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively	292,624,940
Shareholders' Equity
Common stock	524
Total shareholders' equity	524
Class B common stock
Shareholders' Equity
Common stock	863	863
Total shareholders' equity	$ 863	$ 863

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Class A common stock
Temporary Equity Shares Outstanding		29,262,494	0
Temporary Equity Par Value Per Share	$ 0.0001	$ 10	$ 10
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		500,000,000	500,000,000
Common stock, shares issued		5,237,506	0
Common stock, shares outstanding		5,237,506	0
Class B common stock
Temporary Equity Par Value Per Share		$ 0.0001
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		50,000,000	50,000,000
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000	8,625,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Operating costs	$ 1,902,139
Loss from operations	(1,902,139)
Other income (expense)
Interest earned on marketable securities held in the Trust Account	1,095
Change in fair value of warrant liability	(13,069,538)
Transaction costs allocated to the Warrants	(755,071)
Other expense, net	(13,823,514)
Net loss	$ (15,725,653)
Redeemable Class A Ordinary Shares [Member]
Other income (expense)
Weighted average shares outstanding, basic and diluted | shares	34,500,000
Basic and diluted net income per ordinary shares | $ / shares	$ 0
Non Redeemable Class B Ordinary Shares [Member]
Other income (expense)
Weighted average shares outstanding, basic and diluted | shares	8,125,000
Basic and diluted net income per ordinary shares | $ / shares	$ (1.94)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Total	Additional Paid-in Capital	Accumulated Deficit	Class A common stock	Class B common stock
Balance at the beginning at Dec. 31, 2020	$ 20,000	$ 24,137	$ (5,000)		$ 863
Balance at the beginning (in shares) at Dec. 31, 2020					8,625,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 34,500,000 Class A Ordinary Shares, net of underwriting discounts, offering costs and transaction costs allocated to warrant liability,Value	$ 313,330,597	313,327,147		$ 3,450
Sale of 34,500,000 Class A Ordinary Shares, net of underwriting discounts, offering costs and transaction costs allocated to warrant liability,Shares	34,500,000			34,500,000
Class A ordinary shares subject to possible redemption	$ (292,624,940)	(292,622,014)		$ (2,926)
Class A ordinary shares subject to possible redemption (in shares)				(29,262,494)
Net loss	(15,725,653)		(15,725,653)
Balance at the end at Mar. 31, 2021	$ 5,000,004	$ 20,729,270	$ (15,730,653)	$ 524	$ 863
Balance at the end (in shares) at Mar. 31, 2021				5,237,506	8,625,000

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Stock Issued During Period, Shares, New Issues	34,500,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021USD ($)
Cash flows from operating activities
Net loss	$ (15,725,653)
Adjustments to reconcile net loss to net cash used in operating activities
Interest expense on marketable securities held in the Trust Account	(1,095)
Change in fair value of warrant liability	13,069,538
Transaction costs allocated to the Warrants	755,071
Changes in operating assets and liabilities
Prepaid expenses	(1,007,641)
Accrued expenses	1,803,562
Net cash used in operating activities	(1,106,218)
Cash flows from investing activities
Investment of cash in the Trust Account	(345,000,000)
Net cash used in investing activities	(345,000,000)
Cash flows from financing activities
Proceeds from sale of the Units	332,066,484
Underwriting discounts paid	(6,900,000)
Proceeds from sale of the Public Warrants	12,933,516
Proceeds from sale of the Private Placements Warrants	9,900,000
Repayment of promissory note—related party	(94,890)
Payments of offering costs	(147,461)
Net cash provided by financing activities	347,757,649
Net change in cash	1,651,431
Cash—beginning of period	0
Cash—end of period	1,651,431
Non-cash investing and financing activities
Offering costs included in accrued offering costs	203,607
Offering costs paid through promissory note	89,890
Initial classification of Class A Ordinary Shares subject to possible redemption	300,351,190
Change in value of Class A ordinary shares subject to possible redemption	(7,726,250)
Deferred underwriting fee payable	$ 12,075,000

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 Altimar Acquisition Corp. II (the “ Company Business Combination As of March 31, 2021, the Company had not commenced any operations. All activity for the period from December 7, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the Company’s initial public offering (the “ Initial Public Offering non-operating The Registration Statement on Form S-1 No. 333-252260) Registration Statement Units Public Shares Public Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,900,000 warrants (the “ Private Placement Warrants Warrants Sponsor Transaction costs amounted to $19,490,958, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees (see Note 6) and $515,958 of other offering costs. $755,071 of the transaction costs was expensed through the condensed statement of operation on the date of the Initial Public Offering. Following the closing of the Initial Public Offering on February 9, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Investment Company Act 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. The New York Stock Exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the Public Shares (the “ Public Shareholders per-Public The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the “ SEC Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public 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 Each of the Sponsor and the Company’s executive officers and directors have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination prior to February 9, 2023 (the “ Combination Period pre-initial per-Public The Company will have until February 9, 2023 to consummate a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by the Sponsor if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company fails to complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 trust assets, in each case, net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters in the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act

REVISION OF PREVIOUSLY ISSUED F

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT	3 Months Ended
	Mar. 31, 2021
Revision Of Previously Issued Financial Statements [Abstract]
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT	NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously accounted for its outstanding Warrants issued in connection with the Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts depending upon the characteristics of the holder of the Warrant. In addition, the warrant agreement includes a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “ tender offer provision On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “ Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) SEC Statement In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ ASC 815-40, Contracts in Entity’s Own Equity 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of February 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in the Trust Account or cash. As Previously Adjustments As Revised Balance sheet as of February 9, 2021 Warrant liability $ — $ 30,077,848 30,077,848 Class A Ordinary Shares subject to possible redemption 330,429,040 (30,077,848 ) 300,351,190 Class A Ordinary Shares 146 300 446 Additional paid-in 5,003,993 7,999,103 13,003,096 Accumulated deficit (5,000 ) (7,999,403 ) (8,004,403 )

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus relating to the Initial Public Offering as filed with the SEC on February 5, 2021, as well as the Company’s Current Report on Form 8-K, 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, as amended (the “ JOBS Act 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s 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 the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $19,490,958, of which $18,735,887 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $755,071 were expensed on the condensed statement of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Company’s Class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares Distinguishing Liabilities from Equity Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (the “ FASB Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company accounts for income taxes under ASC Topic 740, “ Income Taxes The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of (i) the Public Warrants issued in connection with the Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) the Private Placement Warrants since the inclusion of the Private Placement Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable Class B Ordinary Shares Founder Shares non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, Redeemable Class A Ordinary Shares Numerator—earnings allocable to redeemable Class A Ordinary Shares Interest income $ 1,095 Net earnings $ 1,095 Denominator—weighted average redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, basic and diluted 34,500,000 Earnings / basic and diluted redeemable Class A Ordinary Shares $ 0.00 Non-redeemable Net loss $ (15,725,653 ) Redeemable net earnings (1,095 ) Non-redeemable $ (15,726,748 ) Denominator—weighted average non-redeemable Non-redeemable 8,125,000 Loss / basic and diluted non-redeemable $ (1.94 ) As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and the Company’s management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, ”Debt—Debt 470-20)” Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2020-06 2020-06 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING The Company sold 34,500,000 Units in the Initial Public Offering, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fourth

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering and the underwriters’ full exercise of their over-allotment option, the Sponsor purchased an aggregate of 9,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,900,000 in a private placement transaction. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per Class A Ordinary Share, subject to adjustment (see Note 9). A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares, subject to the requirements of applicable law, and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On December 15, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B Ordinary Shares. On January 28, 2021, the Sponsor transferred 25,000 Founder Shares to certain of the Company’s directors, resulting in the Sponsor holding 8,450,000 Founder Shares. The Founder Shares included an aggregate of up to 1,125,000 Founder Shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of the Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on February 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a sum of $10,000 per month for office space and secretarial and administrative services. For the three months ended March 31, 2021, the Company incurred $20,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Promissory Note—Related Party On December 15, 2020, the Company issued an unsecured promissory note (the “ Promissory Note non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s executive officers and directors may, but are not obligated to, loan the Company funds as may be required (the “ Working Capital Loans

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 COVID-19 Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on February 4, 2021, the holders of the Founder Shares, the Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred underwriting fee of $0.35 per Unit, or $12,075,000 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B Ordinary Shares will have the right to vote on the election of directors prior to the Business Combination. Holders of the Class A Ordinary Shares and the Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B Ordinary Shares will automatically convert into the Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of the Class A Ordinary Shares issuable upon conversion of all of the Founder Shares will equal, in the aggregate, on an as-converted one-to-one.

WARRANT LIABILITY

WARRANT LIABILITY	3 Months Ended
	Mar. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
WARRANT LIABILITY	NOTE 9. WARRANT LIABILITY As of March 31, 2021, there were 8,625,000 Public Warrants outstanding. As of December 31, 2020, there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Public Warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrant. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided however Redemption of the Warrants when the price per Class A Ordinary Share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each holder of the Warrant; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the Warrants when the price per Class A Ordinary Share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A Ordinary Shares; • if, and only if, the closing price of the Class A Ordinary Shares equal or exceeds $10.00 per Class A Ordinary Share (as adjusted) for any 20 trading days within the 30-trading If the Company calls the Public Warrants for redemption, as described above, the Company’s management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the Class A Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of the Class A Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to their Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B Ordinary Shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B Ordinary Shares or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price Market Value As of March 31, 2021, there were 9,900,000 Private Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. 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 the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2— Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3— Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of March 31, 2021, assets held in the Trust Account were comprised of $345,001,095 in money market funds, which are invested primarily in U.S. Treasury securities. Through March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in the Trust Account 1 345,001,095 Liabilities: Warrant liability—Public Warrants 3 $ 15,330,312 Warrant liability—Private Placement Warrants 3 $ 20,572,742 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the closing date of the Initial Public Offering was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants will be used as the fair value as of each relevant date. There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: As of As of Stock price $ 9.40 $ 9.67 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 40.0 % 40.0 % Risk-free rate 0.72 % 1.24 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 9, 2021 17,144,332 12,933,516 30,077,848 Change in valuation inputs or other assumptions 3,428,410 2,396,796 5,825,206 Fair value as of March 31, 2021 20,572,742 15,330,312 35,903,054

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT 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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus relating to the Initial Public Offering as filed with the SEC on February 5, 2021, as well as the Company’s Current Report on Form 8-K,
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, as amended (the “ JOBS Act 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s 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 the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
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 did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Company’s Class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares Distinguishing Liabilities from Equity
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $19,490,958, of which $18,735,887 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $755,071 were expensed on the condensed statement of operations.
Warrant Liability	Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (the “ FASB Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in non-cash
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “ Income Taxes The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of (i) the Public Warrants issued in connection with the Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) the Private Placement Warrants since the inclusion of the Private Placement Warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable Class B Ordinary Shares Founder Shares non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, Redeemable Class A Ordinary Shares Numerator—earnings allocable to redeemable Class A Ordinary Shares Interest income $ 1,095 Net earnings $ 1,095 Denominator—weighted average redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, basic and diluted 34,500,000 Earnings / basic and diluted redeemable Class A Ordinary Shares $ 0.00 Non-redeemable Net loss $ (15,725,653 ) Redeemable net earnings (1,095 ) Non-redeemable $ (15,726,748 ) Denominator—weighted average non-redeemable Non-redeemable 8,125,000 Loss / basic and diluted non-redeemable $ (1.94 ) As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable
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 limit of $250,000. The Company has not experienced losses on these accounts and the Company’s management believes the Company is not exposed to significant risks on such account.
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 ASC Topic 820, “ Fair Value Measurement
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update No. 2020-06, ”Debt—Debt 470-20)” Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): ASU 2020-06 2020-06 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

REVISION OF PREVIOUSLY ISSUED_2

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Tables)	3 Months Ended
	Mar. 31, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Disclosure Of Restatements Of Certain Amounts In The Financial Statements	The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in the Trust Account or cash. As Previously Adjustments As Revised Balance sheet as of February 9, 2021 Warrant liability $ — $ 30,077,848 30,077,848 Class A Ordinary Shares subject to possible redemption 330,429,040 (30,077,848 ) 300,351,190 Class A Ordinary Shares 146 300 446 Additional paid-in 5,003,993 7,999,103 13,003,096 Accumulated deficit (5,000 ) (7,999,403 ) (8,004,403 )

Summary Of Calculation Of Basic

Summary Of Calculation Of Basic And Diluted Net Income (Loss) Per Ordinary Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule Of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, Redeemable Class A Ordinary Shares Numerator—earnings allocable to redeemable Class A Ordinary Shares Interest income $ 1,095 Net earnings $ 1,095 Denominator—weighted average redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, basic and diluted 34,500,000 Earnings / basic and diluted redeemable Class A Ordinary Shares $ 0.00 Non-redeemable Net loss $ (15,725,653 ) Redeemable net earnings (1,095 ) Non-redeemable $ (15,726,748 ) Denominator—weighted average non-redeemable Non-redeemable 8,125,000 Loss / basic and diluted non-redeemable $ (1.94 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Schedule Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 Assets: Marketable securities held in the Trust Account 1 345,001,095 Liabilities: Warrant liability—Public Warrants 3 $ 15,330,312 Warrant liability—Private Placement Warrants 3 $ 20,572,742
Schedule Of Assumptions Used In Estimating The Fair Value Of Warrants	As of As of Stock price $ 9.40 $ 9.67 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 40.0 % 40.0 % Risk-free rate 0.72 % 1.24 % Dividend yield 0.0 % 0.0 %
Summary of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 9, 2021 17,144,332 12,933,516 30,077,848 Change in valuation inputs or other assumptions 3,428,410 2,396,796 5,825,206 Fair value as of March 31, 2021 20,572,742 15,330,312 35,903,054

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants		$ 12,933,516
Offering costs paid		$ 147,461
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account		80.00%
Threshold percentage of public shares subject to redemption without the Company's prior written consent		50.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Redemption threshold as percent of outstanding		15.00%
Days for redemption of public shares		10 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100.00%
Maximum net interest to pay dissolution expenses		$ 100,000
Transaction costs allocated to the Warrants		$ 755,071
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10	$ 10
Assets held in trust	$ 345,000,000
Offering costs paid	19,490,958	$ 755,071
Cash underwriting fees	6,900,000
Other offering costs	515,958
Deferred underwriting fees	$ 12,075,000
Transaction costs allocated to the Warrants		$ 755,071
Initial Public Offering | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	34,500,000
Share price		$ 10
Assets held in trust	$ 345,000,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued	4,500,000
Share price	$ 10	10
Exercise price of warrants		$ 11.50
Deferred underwriting fees		$ 12,075,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	9,900,000	9,900,000
Exercise price of warrants	$ 1	$ 1
Proceeds from issuance of warrants	$ 9,900,000	$ 9,900,000

REVISION OF PREVIOUSLY ISSUED_3

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT - Disclosure Of Restatements Of Certain Amounts In The Financial Statements (Detail) - USD ($)	Mar. 31, 2021	Feb. 09, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability	$ 35,903,054	$ 30,077,848
Additional paid-in capital	20,729,270	13,003,096	$ 24,137
Accumulated deficit	(15,730,653)	(8,004,403)	$ (5,000)
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption—29,262,494 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively	292,624,940	300,351,190
Class A Ordinary Shares	$ 524	446
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		5,003,993
Accumulated deficit		(5,000)
As Previously Reported [Member] | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption—29,262,494 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively		330,429,040
Class A Ordinary Shares		146
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability		30,077,848
Additional paid-in capital		7,999,103
Accumulated deficit		(7,999,403)
Adjustment [Member] | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A Ordinary Shares subject to possible redemption—29,262,494 and no shares at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020, respectively		(30,077,848)
Class A Ordinary Shares		$ 300

REVISION OF PREVIOUSLY ISSUED_4

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT - Additional Information (Detail)	Mar. 31, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Percentage of holding outstanding single class of shares as per warrant agreement	50.00%

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021	May 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Offering costs paid		$ 147,461
Unrecognized Tax Benefits		0		$ 0
Unrecognized tax benefits accrued for interest and penalties		0		$ 0
Transaction costs allocated to the Warrants		$ 755,071
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary Equity Par Value Per Share		$ 10	$ 0.0001	$ 10
Temporary Equity Shares Outstanding		29,262,494		0
Common Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary Equity Par Value Per Share		$ 0.0001
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Offering costs paid	$ 19,490,958	$ 755,071
Offering costs		19,490,958
Transaction costs allocated to the Warrants		755,071
Stock Issued, Issuance Costs		$ 18,735,887

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income (Loss) Per Ordinary Share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator—earnings allocable to redeemable Class A Ordinary Shares
Interest Income	$ 1,095
Net Earnings	1,095
Non-redeemable Class A Ordinary Shares and Class B Ordinary Shares Numerator—net loss minus redeemable net earnings
Net loss	$ (15,725,653)
Redeemable Common Class A
Denominator—weighted average redeemable and non-redeemable Class A Ordinary Shares and Class B Ordinary Shares [Abstract]
Weighted average shares outstanding, basic and diluted | shares	34,500,000
Basic and diluted net income per ordinary shares | $ / shares	$ 0
Non Redeemable Common Class B
Non-redeemable Class A Ordinary Shares and Class B Ordinary Shares Numerator—net loss minus redeemable net earnings
Net loss	$ (15,725,653)
Redeemable net earnings	(1,095)
Non-Redeemable net Ioss	$ (15,726,748)
Denominator—weighted average redeemable and non-redeemable Class A Ordinary Shares and Class B Ordinary Shares [Abstract]
Weighted average shares outstanding, basic and diluted | shares	8,125,000
Basic and diluted net income per ordinary shares | $ / shares	$ (1.94)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Mar. 31, 2021	Feb. 09, 2021
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	34,500,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	34,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		34,500,000
Share price	$ 10	$ 10	$ 10
Number of shares in a unit		1
Number of warrants in a unit		1/4
Shares issuable per warrant	1	1
Initial Public Offering | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10	$ 10
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		4,500,000
Share price	10	$ 10	$ 10
Exercise price of warrants	$ 11.50	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Feb. 09, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants		$ 12,933,516
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	9,900,000	9,900,000
Exercise price of warrants	$ 1	$ 1
Proceeds from issuance of warrants	$ 9,900,000	$ 9,900,000
Shares issuable per warrant		1
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Shares issuable per warrant		1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	Mar. 31, 2021	Jan. 28, 2021	Dec. 15, 2020	Mar. 31, 2021	Feb. 09, 2021
Related Party Transaction [Line Items]
Shares subject to forfeiture		1,125,000
Number of shares no longer subject to forfeiture					1,125,000
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)		20.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	150 days			150 days
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12
Maximum
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				20 days
Sponsor
Related Party Transaction [Line Items]
Shares transferred		175,000
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				30 days
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		8,450,000
Class B common stock | Sponsor
Related Party Transaction [Line Items]
Consideration received			$ 25,000
Shares issued			8,625,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	Mar. 31, 2021	Feb. 09, 2021	Feb. 04, 2021	Mar. 31, 2021	Dec. 15, 2020
Related Party Transaction [Line Items]
Repayment of promissory note—related party				$ 94,890
Affiliate
Related Party Transaction [Line Items]
Administrative expenses - related party			$ 10,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum loans converted into warrants	$ 2,000,000			$ 2,000,000
Exercise price of warrants	$ 1			$ 1
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Face amount	$ 20,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount					$ 300,000
Repayment of promissory note—related party		$ 94,890
Debt Instrument Interest Rate					0.00%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Over-allotment	Mar. 31, 2021USD ($)$ / shares
Commitments And Contingencies [Line Items]
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fees | $	$ 12,075,000

SHAREHOLDERS' EQUITY - Preferre

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

SHAREHOLDERS' EQUITY - Common S

SHAREHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one
Common stock, shares issued	5,237,506	0
Common stock, shares outstanding	5,237,506	0
Possible redemption	29,262,494	0
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

WARRANT LIABILITY - Additional

WARRANT LIABILITY - Additional Information (Details)	Mar. 31, 2021$ / sharesshares	Mar. 31, 2021$ / sharesshares	Mar. 31, 2021d$ / sharesshares	Dec. 31, 2020shares
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants			30 days
Public Warrants exercisable term from the closing of the initial public offering		1 year
Warrant term	5 years	5 years	5 years
Threshold period for filling registration statement after business combination		20 days
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination		60 days
Threshold trading days for redemption of public warrants | d			20
Threshold consecutive trading days for redemption of public warrants | d			30
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	150 days		150 days
Public Warrants
Class of Warrant or Right [Line Items]
Class of warrants or rights outstanding | shares	8,625,000	8,625,000	8,625,000	0
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)		$ 0.01
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	10
Share price	0.10	0.10	$ 0.10
Class A common stock | Maximum
Class of Warrant or Right [Line Items]
Share price	$ 9.20	$ 9.20	$ 9.20

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash	$ 1,651,431
Interest Income From Trust Preferred Securities	0
Money Market Funds [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Cash	$ 345,001,095

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy (Detail)	Mar. 31, 2021USD ($)
Level 1 | Marketable securities held in the Trust Account [Member]
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Assets, Fair Value Disclosure	$ 345,001,095
Level 3 | Warrant Liabilities Public Warrants [Member]
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Liabilities, Fair Value Disclosure	15,330,312
Level 3 | Warrant Liabilities Private Warrants [Member]
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Liabilities, Fair Value Disclosure	$ 20,572,742

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule Of Assumptions Used In Estimating The Fair Value Of Measurements (Detail) - Valuation Technique, Option Pricing Model [Member]	Mar. 31, 2021sharesyr	Feb. 09, 2021sharesyr
Stock price
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.67	9.40
Strike price
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Term (in years)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	5	5
Volatility (%)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input	40	40
Risk-free rate (%)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.24	0.72
Dividend yield
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of Changes in the Fair Value of Level 3 Warrant Liabilities (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Change in valuation inputs or other assumptions	$ 13,069,538
Fair Value, Ending Balance	35,903,054
Private Placement
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Fair Value, Beginning Balance	0
Initial Classification Of Warrant Liability	17,144,332
Change in valuation inputs or other assumptions	3,428,410
Fair Value, Ending Balance	20,572,742
Public
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Fair Value, Beginning Balance	0
Initial Classification Of Warrant Liability	12,933,516
Change in valuation inputs or other assumptions	2,396,796
Fair Value, Ending Balance	15,330,312
Warrant Liabilities
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Fair Value, Beginning Balance	0
Initial Classification Of Warrant Liability	30,077,848
Change in valuation inputs or other assumptions	5,825,206
Fair Value, Ending Balance	$ 35,903,054