Cover Page
Cover Page | Feb. 10, 2022 |
Document Information [Line Items] | |
Document Type | 8-K/A |
Document Period End Date | Feb. 10, 2022 |
Entity Registrant Name | SVF INVESTMENT CORP. 2 |
Entity Incorporation, State or Country Code | E9 |
Entity File Number | 001-40174 |
Entity Tax Identification Number | 98-1574476 |
Entity Address, Address Line One | 1 Circle Star Way |
Entity Address, City or Town | San Carlos |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94070 |
City Area Code | 650 |
Local Phone Number | 562-8100 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value |
Trading Symbol | SVFB |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | true |
Entity Central Index Key | 0001837238 |
Amendment Description | Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 12, 2021, SVF Investment Corp. 2 (the “Company”), having performed further assessment, concluded that, effective with its financial statements for quarterly period ended September 30, 2021, it should restate its prior filed financial information as of March 11, 2021 (Post IPO Balance Sheet as defined below) and for the period ended March 31, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity and to recognize the accretion from the initial book value to the redemption value, and it should restate its prior filed financial information for the period ended June 30, 2021, to correct the recognition of the accretion from the initial book value to redemption value. In accordance with guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued audited balance sheet as of March 11, 2021 (the “Post IPO Balance Sheet”) and the audit report of Marcum LLP included in the Current Report on Form 8-K containing the Post IPO Balance Sheet, filed with the SEC on March 17, 2021 (the “Original Form 8-K”), should be restated to classify all Class A ordinary shares subject to possible redemption in temporary equity and should no longer be relied upon. As such, the Company will restate the Post IPO Balance Sheet. Considering such restatement, such financial statements, as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The Audit Committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm. The financial statements and related financial information that was included in the Original Form 8-K is superseded by the financial information in this Form 8-K/A, and the financial statements and related financial information contained in the Original Form 8-K should no longer be relied upon. On December 7, 2021, the Company filed a Current Report on Form 8-K disclosing the Audit Committee’s conclusion that the IPO Balance Sheet should no longer be relied upon. This First Amendment on Form 8-K/A sets forth the Original Form 8-K in its entirety, as amended to reflect the restatement. The following item has been amended as a result of the restatement. Exhibit No. 99.1, “Audited Balance Sheet as of March 11, 2021” Refer to Note 9, Restatement of previously filed Balance Sheet of this Form 8-K/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s balance sheet as of March 11, 2021. |
Entity Address, Country | US |
BALANCE SHEET
BALANCE SHEET | Mar. 11, 2021USD ($) |
Current assets: | |
Cash | $ 3,000,000 |
Prepaid expenses | 19,600 |
Total current assets | 3,019,600 |
Cash held in Trust Account | 230,000,000 |
Total Assets | 233,019,600 |
Current liabilities: | |
Accounts payable | 58,690 |
Accrued expenses | 100,694 |
Note payable—related party | 364,934 |
Total current liabilities | 524,318 |
Deferred underwriting commissions | 8,050,000 |
Total liabilities | 8,574,318 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.00 per share | 230,000,000 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (5,555,369) |
Total shareholders' deficit | (5,554,718) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 233,019,600 |
Common Class A [Member] | |
Shareholders' Deficit | |
Common stock value | 76 |
Common Class B [Member] | |
Shareholders' Deficit | |
Common stock value | $ 575 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Mar. 11, 2021$ / sharesshares |
Preferred stock par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Temporary equity, shares subject to possible redemption, par value | $ / shares | $ 0.0001 |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Temporary equity, shares issued | 23,000,000 |
Temporary equity, shares outstanding | 23,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares outstanding | 23,760,000 |
Common Class A [Member] | Not Subject To Redemption [Member] | |
Common stock, shares issued | 760,000 |
Common stock, shares outstanding | 760,000 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 3 Months Ended |
Mar. 11, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY SVF Investment Corp. 2, formerly known as SVF Investment II Corp., (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of March 11, 2021, the Company had not yet commenced operations. All activity for the period from December 11, 2020 (inception) through March 11, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is SVF Sponsor II (DE) LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021. On March 11, 2021, the Company consummated its Initial Public Offering of 23,000,000 Class A ordinary shares (the “Public Shares”), including the 3,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 760,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $7.6 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provides its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 11, 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 per-share 100,000 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period or time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financials are issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 11, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 11, 2021. Cash Held in Trust Account As of March 11, 2021, the Company had $230.0 million in cash held in the Trust Account. Use of Estimates The preparation of financial statement 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated between the private placement shares and the public shares based on a relative fair value basis, compared to total proceeds received. Additionally, at the Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated to the private placement shares were charged against shareholders’ equity (deficit). Deferred underwriting commissions are classified as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 11, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 11, 2021 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On March 11, 2021, the Company consummated its Initial Public Offering of 23,000,000 Public Shares, including the 3,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, of which approximately $8.1 million was for deferred underwriting commissions. Of the 23,000,000 Public Shares, an aggregate of 112,500 Public Shares was purchased by certain of the Company’s directors and officers (the “Affiliated Shares”). |
Private Placement
Private Placement | 3 Months Ended |
Mar. 11, 2021 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 760,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $7.6 million. A portion of the proceed from the Private Placement Shares 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 proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless. 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 Shares until 30 days after the completion of the initial Business Combination, as such are considered non-redeemable |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 11, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 14, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange over-allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor agreed not to transfer, assign or sell any of its Forward purchase until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On December 14, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $2.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 11, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 11, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with certain investors (the “Forward Purchase Investors”), which provided for the purchase of $100 million forward purchase shares (the “Forward Purchase Shares”), for $10.00 per share, in a private placement to close substantially concurrently with the closing of the initial Business Combination. The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share. Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of the initial Business Combination. The Company and the Forward Purchase Investors may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to the initial Business Combination. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase securities will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. The Forward Purchase Agreement should be classified within shareholders’ equity (deficit), and the Forward Purchase Agreement is considered indexed to the Company’s own share under ASC Topic 815-40, 815-10-15-74(a) |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 11, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 11, 2021, there were 23,000,000 Class A ordinary shares outstanding that were subject to possible redemption. As of March 11, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,638,324 ) Plus: Accretion of carrying value to redemption value 12,638,324 Class A ordinary shares subject to possible redemption $ 230,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 3 Months Ended |
Mar. 11, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity (Deficit) | NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares Class A Ordinary Share s Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Restatement of Previously Filed
Restatement of Previously Filed Balance Sheet | 3 Months Ended |
Mar. 11, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Filed Balance Sheet | NOTE 9. RESTATEMENT OF PREVIOUSLY FILED BALANCE SHEET In accordance with ASC 480-10-S99, The following table contains financial information as of March 11, 2021 that has been updated to reflect the restatement. The financial information that has been previously filed or otherwise reported as of March 11, 2021 is superseded by the information in this exhibit to the Company’s 8-K/A, As of March 11, 2021 As Previously Adjustment As Restated Total assets $ 233,019,600 $ — $ 233,019,600 Total liabilities $ 8,574,318 $ — $ 8,574,318 Class A ordinary shares subject to possible redemption 219,445,280 10,554,720 230,000,000 Preference shares — — — Class A ordinary shares 182 (106 ) 76 Class B ordinary shares 575 — 575 Additional paid-in 5,070,085 (5,070,085 ) — Accumulated deficit (70,840 ) (5,484,529 ) (5,555,369 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (10,554,720 ) $ (5,554,718 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 233,019,600 $ — $ 233,019,600 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 11, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS On March 15, 2021, the Company fully repaid the Note balance and the advance from the Sponsor, for a total of approximately $365,000. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 11, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 11, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account As of March 11, 2021, the Company had $230.0 million in cash held in the Trust Account. |
Use of Estimates | Use of Estimates The preparation of financial statement 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated between the private placement shares and the public shares based on a relative fair value basis, compared to total proceeds received. Additionally, at the Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated to the private placement shares were charged against shareholders’ equity (deficit). Deferred underwriting commissions are classified as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 11, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Table) | 3 Months Ended |
Mar. 11, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A ordinary shares reflected on the balance sheet are reconciled | As of March 11, 2021, Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,638,324 ) Plus: Accretion of carrying value to redemption value 12,638,324 Class A ordinary shares subject to possible redemption $ 230,000,000 |
Restatement of Previously Fil_2
Restatement of Previously Filed Balance Sheet (Tables) | 3 Months Ended |
Mar. 11, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Impact of Restatement On Financial Statements | The following table contains financial information as of March 11, 2021 that has been updated to reflect the restatement. The financial information that has been previously filed or otherwise reported as of March 11, 2021 is superseded by the information in this exhibit to the Company’s 8-K/A, As of March 11, 2021 As Previously Adjustment As Restated Total assets $ 233,019,600 $ — $ 233,019,600 Total liabilities $ 8,574,318 $ — $ 8,574,318 Class A ordinary shares subject to possible redemption 219,445,280 10,554,720 230,000,000 Preference shares — — — Class A ordinary shares 182 (106 ) 76 Class B ordinary shares 575 — 575 Additional paid-in 5,070,085 (5,070,085 ) — Accumulated deficit (70,840 ) (5,484,529 ) (5,555,369 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (10,554,720 ) $ (5,554,718 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 233,019,600 $ — $ 233,019,600 |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($) | Mar. 11, 2021 | Mar. 11, 2021 | Sep. 30, 2021 |
Stock shares issued during the period | 23,000,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer | $ 230,000,000 | $ 230,000,000 | |
Offering costs | 13,100,000 | 13,100,000 | |
Deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 | |
Fair value of assets in trust to be used for business combinations percentage | 80.00% | 80.00% | |
Business combination ownership target percentage | 50.00% | 50.00% | |
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | |
Period within which the public shares shall be redeemed after the cut off date for consummating business combination in case the combination does not occur | 10 days | ||
Estimated expenses payable on dissolution | $ 100,000 | ||
Common Class A [Member] | |||
Temporary equity, redemption price per share | $ 10 | $ 10 | |
Percentage of the public shareholding to be redeemed in case the business combination is not consummated | 100.00% | 100.00% | |
Percentage of the public shareholding eligible for transfer without restrictions | 15.00% | 15.00% | |
Maximum [Member] | |||
Per share amount to be maintained in the trust account | 10.00% | 10.00% | |
Minimum [Member] | |||
Temporary equity, redemption price per share | $ 10 | $ 10 | |
Per share amount to be maintained in the trust account | 10.00% | 10.00% | |
Over-Allotment Option [Member] | |||
Stock shares issued during the period | 3,000,000 | ||
Private Placement [Member] | |||
Stock shares issued during the period | 760,000 | ||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer | $ 7,600,000 | ||
Assets Held In Trust [Member] | |||
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer | $ 230,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Mar. 11, 2021USD ($)shares |
Federal depository insurance coverage | $ 250,000 |
Cash equivalents | 0 |
Cash held in the Trust Account | $ 230,000,000 |
Common Stock Subject to Mandatory Redemption [Member] | |
Temporary equity, shares subject to possible redemption | shares | 23,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Mar. 11, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)$ / shares |
Initial Public Offering [Line Items] | ||
Sale of shares in initial public offering, gross | 23,000,000 | |
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ | $ 230,000,000 | $ 230,000,000 |
Offering Cost | $ | $ 13,100,000 | $ 13,100,000 |
Stock issued during period shares new shares | 23,000,000 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of shares in initial public offering, gross | 23,000,000 | |
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 |
Proceeds from issuance initial public offering | $ | $ 230,000,000 | |
Offering Cost | $ | 13,100,000 | $ 13,100,000 |
Deferred Underwriting Commission | $ | $ 8,100,000 | |
Stock issued during period shares new shares | 23,000,000 | |
IPO [Member] | Directors and Officers [Member] | Affiliated Shares [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of shares in initial public offering, gross | 112,500 | |
Stock issued during period shares new shares | 112,500 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of shares in initial public offering, gross | 3,000,000 | |
Stock issued during period shares new shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | Mar. 11, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)$ / shares |
Stock shares issued during the period | shares | 23,000,000 | |
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 |
Proceeds from initial public offer | $ | $ 230,000,000 | $ 230,000,000 |
Private Placement [Member] | ||
Stock shares issued during the period | shares | 760,000 | |
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 |
Proceeds from initial public offer | $ | $ 7,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 15, 2021 | Mar. 11, 2021 | Feb. 03, 2021 | Jan. 29, 2021 | Dec. 14, 2020 | Mar. 11, 2021 |
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Period after consummation of business combination within which shares shall not be transferred | 150 days | |||||
Founder Shares [Member] | Restriction Period One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Period after consummation of business combination within which shares shall not be transferred | 1 year | |||||
Share price | $ 12 | $ 12 | ||||
Number of consecutive trading days for determining the share price | 20 days | |||||
Number of trading days | 30 days | |||||
Founder Shares [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares subject to possible redemption | 750,000 | 750,000 | ||||
Percentage of founder shares to shares outstanding | 20.00% | 20.00% | ||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares subject to possible redemption | 750,000 | 750,000 | ||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face amount | $ 300,000 | |||||
Long term borrowings | $ 300,000 | $ 300,000 | ||||
Repayments of related party notes | $ 365,000 | |||||
Advance from related party | $ 65,000 | 65,000 | ||||
Working Capital Loans [Member] | Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument conversion amount | $ 2,000,000 | |||||
Debt Conversion Price Per Share | $ 10 | $ 10 | ||||
Administrative Support Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction amount of transaction | $ 10,000 | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share dividend | $ 3,375,000 | |||||
Shares Surrendered | 500,000 | |||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | ||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period, founder shares | 2,875,000 | |||||
Payments of Offering cost | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 11, 2021USD ($)$ / sharesshares | |
Loss Contingencies [Line Items] | |
Deferred Underwriting Commissions | $ 8,050,000 |
Underwriting Agreement [Member] | |
Loss Contingencies [Line Items] | |
Additional public share issued under over allotment option | shares | 3,000,000 |
Underwriting discount per unit | $ / shares | $ 0.20 |
Underwriting discount | $ 4,600,000 |
Deferred underwriting commissions per unit | $ / shares | $ 0.35 |
Deferred Underwriting Commissions | $ 8,100,000 |
Forward Purchase Agreement [Member] | |
Loss Contingencies [Line Items] | |
Shares issued, Value | $ 100,000,000 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Additional Public share issued under Forward Purchase Agreement | $ 50,000,000 |
Additional Public share issued under Forward Purchase Agreement, Shares | shares | 5,000,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Common Class A [Member] | 3 Months Ended |
Mar. 11, 2021$ / sharesshares | |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, No Par Value | $ / shares | $ 0.0001 |
Common Stock, Voting Rights | one vote |
Temporary Equity, Shares Outstanding | 23,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Reflected On The Balance Sheet Are Reconciled (Details) | Mar. 11, 2021USD ($) | Mar. 11, 2021USD ($) |
Temporary Equity Disclosure [Abstract] | ||
Gross proceeds | $ 230,000,000 | $ 230,000,000 |
Class A ordinary shares issuance costs | (12,638,324) | |
Accretion of carrying value to redemption value | 12,638,324 | |
Class A ordinary shares subject to possible redemption | $ 230,000,000 | $ 230,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Mar. 11, 2021 | Feb. 03, 2021 | Jan. 29, 2021 | Mar. 11, 2021 | Dec. 14, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, no par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | |||||
Common stock, conversion ratio, percent | 20.00% | ||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||
Temporary equity, shares subject to possible redemption | 750,000 | 750,000 | |||
Common Class A [Member] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock, no par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote | ||||
Common stock, shares outstanding | 23,760,000 | 23,760,000 | |||
Temporary equity, shares subject to possible redemption | 23,000,000 | 23,000,000 | |||
Common Class B [Member] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, no par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote | ||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Common stock, shares, issued | 5,750,000 | 5,750,000 | 2,875,000 | ||
Common stock subject to repurchase, shares | 3,375,000 | ||||
Common stock subject to repurchase | $ 0 | ||||
Common Class B [Member] | Sponsor [Member] | |||||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Common stock subject to repurchase, shares | 500,000 | 5,750,000 | |||
Common Class B [Member] | Founder Shares [Member] | |||||
Ordinary shares were subject to forfeiture | 750,000 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Common stock subject to repurchase | $ 0 | ||||
Ordinary shares were subject to forfeiture | 750,000 | ||||
Percentage of increase in ordinary shares issued | 20.00% | ||||
Percentage of increase in ordinary shares outstanding | 20.00% |
Restatement of Previously Fil_3
Restatement of Previously Filed Balance Sheet - Summary of Impact of Restatement On Financial Statements (Detail) | Mar. 11, 2021USD ($) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total assets | $ 233,019,600 |
Total liabilities | 8,574,318 |
Class A ordinary shares subject to possible redemption | 230,000,000 |
Preference shares | |
Additional paid-in capital | 0 |
Accumulated deficit | (5,555,369) |
Total shareholders' equity (deficit) | (5,554,718) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 233,019,600 |
Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 76 |
Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 575 |
As Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total assets | 233,019,600 |
Total liabilities | 8,574,318 |
Class A ordinary shares subject to possible redemption | 219,445,280 |
Preference shares | 0 |
Additional paid-in capital | 5,070,085 |
Accumulated deficit | (70,840) |
Total shareholders' equity (deficit) | 5,000,002 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 233,019,600 |
As Previously Reported [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 182 |
As Previously Reported [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 575 |
Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total assets | 0 |
Total liabilities | 0 |
Class A ordinary shares subject to possible redemption | 10,554,720 |
Preference shares | 0 |
Additional paid-in capital | (5,070,085) |
Accumulated deficit | (5,484,529) |
Total shareholders' equity (deficit) | (10,554,720) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 0 |
Adjustment [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | (106) |
Adjustment [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 0 |
As Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Total assets | 233,019,600 |
Total liabilities | 8,574,318 |
Class A ordinary shares subject to possible redemption | 230,000,000 |
Preference shares | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (5,555,369) |
Total shareholders' equity (deficit) | (5,554,718) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 233,019,600 |
As Restated [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | 76 |
As Restated [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock value | $ 575 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 15, 2021USD ($) |
Sponsor [Member] | |
Subsequent Event [Line Items] | |
Due from Related Parties | $ 365,000 |