Symbotic (SYM) 10-Q/A 26 Jan 22 2021 Q3 Quarterly report (amended) Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 09, 2021
Document Type	10-Q/A
Amendment Flag	true
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	SVF INVESTMENT CORP. 3
Entity File Number	001-40175
Entity Central Index Key	0001837240
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Trading Symbol	SVFC
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	98-1572401
Entity Interactive Data Current	Yes
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
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to SVF Investment Corp. 3, formerly known as SVF Investment III Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of SVF Investment Corp. 3 (the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021 (the “First Amended Filing”).Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 9, 2021, 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 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. Previously, the Company had revised its financial information to classify all Class A ordinary shares subject to possible redemption in temporary equity. In addition, effective with its financial statements for quarterly period ended September 30, 2021, the Company determined it should restate its earnings per share calculation to allocate income and loss shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares for the Affected Periods (as defined below). 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 (i) unaudited interim financial information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021; (ii) unaudited interim financial information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021; and (iii) unaudited interim financial information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (collectively, the “Affected Periods”), should be restated to classify all Class A ordinary shares subject to possible redemption in temporary equity and, where applicable, to restate its earnings per share calculation to allocate income and loss shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. and should no longer be relied upon. As such, the Company will restate its financial information for the Affected Periods. The unaudited condensed financial information for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the “Forms 10-Q/A”). Considering such restatement, such financial information as well as the relevant portions of any communication which describes or are based on such financial information, 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 Company’s management has concluded that a material weakness exists in the Company’s internal control over accounting for complex financial instruments and that the Company’s disclosure controls and procedures were not effective during the Affected Periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part 1 to the Forms 10-Q/A.
Common Class A [Member]
Entity Common Stock, Shares Outstanding		33,040,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		8,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 2,707,252
Prepaid expenses	1,083,200	6,154
Total current assets	3,790,452	6,154
Investments held in Trust Account	320,010,848
Deferred offering costs associated with the initial public offering		126,750
Total Assets	323,801,300	132,904
Current liabilities:
Accounts payable	1,768,257	9,000
Accrued expenses	2,205,570	100,000
Due to related party	675,123	0
Note payable - related party		17,750
Total current liabilities	4,648,950	126,750
Deferred underwriting commissions	11,200,000
Total liabilities	15,848,950	126,750
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 and -0- shares issued and outstanding, at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	320,000,000
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,200
Accumulated deficit	(12,048,554)	(18,846)
Total shareholders' equity (deficit)	(12,047,650)	6,154
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	323,801,300	132,904
Common Class A [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 and -0- shares issued and outstanding, at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	320,000,000
Shareholders' Equity (Deficit)
Common Stock, Value, Issued	104
Total shareholders' equity (deficit)	104	0
Common Class B [Member]
Shareholders' Equity (Deficit)
Common Stock, Value, Issued	800	800
Total shareholders' equity (deficit)	$ 800	$ 800

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	200,000,000
Common Class A [Member]
Temporary equity, shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Temporary equity shares issued	32,000,000	0
Temporary equity shares outstanding	32,000,000	0
Temporary equity, redemption price per share	$ 10	$ 10
Common stock, shares authorized	200,000,000
Common stock, shares, issued		0
Common stock, shares outstanding	33,040,000	0
Common Class A [Member] | Not Subject To Redemption [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	1,040,000	0
Common stock, shares outstanding	1,040,000	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	8,000,000	8,000,000
Common stock, shares outstanding	8,000,000	8,000,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 1,921,010	$ 4,923,011
General and administrative expenses - related party	30,000	70,000
Loss from operations	(1,951,010)	(4,993,011)
Income from investments held in Trust Account	4,916	10,848
Net loss	(1,946,094)	(4,982,163)
Class A ordinary shares subject to possible redemption [Member]
Net loss	$ (1,517,422)	$ (3,672,837)
Basic and diluted weighted average shares outstanding	32,000,000	23,912,088
Basic and diluted net loss per ordinary share	$ (0.05)	$ (0.15)
Non-redeemable ordinary shares [Member]
Net loss	$ (428,672)	$ (1,309,326)
Basic and diluted weighted average shares outstanding	9,040,000	8,524,396
Basic and diluted net loss per ordinary share	$ (0.05)	$ (0.15)

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders' Equity (Deficit) - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020	$ 6,154	$ 0	$ 800	$ 24,200	$ (18,846)
Beginning balance (shares) at Dec. 31, 2020		0	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Sale of private placement shares to Sponsor in private placement, net of offering costs	10,383,883	$ 104		10,383,779
Sale of private placement shares to Sponsor in private placement, net of offering costs (shares)		1,040,000
Accretion of Class A ordinary shares subject to redemption	(17,455,524)	$ 0		(10,407,979)	(7,047,545)
Accretion of Class A ordinary shares subject to redemption (Shares)		0
Net loss	(523,923)				(523,923)
Ending balance at Mar. 31, 2021	(7,589,410)	$ 104	$ 800	0	(7,590,314)
Ending balance (shares) at Mar. 31, 2021		1,040,000	8,000,000
Beginning balance at Dec. 31, 2020	6,154	$ 0	$ 800	24,200	(18,846)
Beginning balance (shares) at Dec. 31, 2020		0	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net loss	(4,982,163)
Ending balance at Sep. 30, 2021	(12,047,650)	$ 104	$ 800	0	(12,048,554)
Ending balance (shares) at Sep. 30, 2021		1,040,000	8,000,000
Beginning balance at Mar. 31, 2021	(7,589,410)	$ 104	$ 800	0	(7,590,314)
Beginning balance (shares) at Mar. 31, 2021		1,040,000	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net loss	(2,512,146)				(2,512,146)
Ending balance at Jun. 30, 2021	(10,101,556)	$ 104	$ 800	0	(10,102,460)
Ending balance (shares) at Jun. 30, 2021		1,040,000	8,000,000
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net loss	(1,946,094)				(1,946,094)
Ending balance at Sep. 30, 2021	$ (12,047,650)	$ 104	$ 800	$ 0	$ (12,048,554)
Ending balance (shares) at Sep. 30, 2021		1,040,000	8,000,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (4,982,163)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account	(10,848)
General and administrative expenses paid by related party under note payable	44,617
Changes in operating assets and liabilities:
Prepaid expenses	(1,057,446)
Accounts payable	1,761,778
Accrued expenses	2,132,003
Due to related party	623,623
Net cash used in operating activities	(1,488,436)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(320,000,000)
Net cash used in investing activities	(320,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(413,562)
Proceeds received from initial public offering, gross	320,000,000
Proceeds received from private placement	10,400,000
Offering costs paid	(5,790,750)
Net cash provided by financing activities	324,195,688
Net increase in cash	2,707,252
Cash - beginning of the period
Cash - end of the period	2,707,252
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	6,479
Offering costs included in accrued expenses	73,567
Offering costs paid by related party under note payable	322,595
Offering costs included in due to related party	51,500
Reversal of offering costs included in accrued expenses in prior year	100,000
Prepaid expenses paid by related party through note payable	19,600
Outstanding accounts payable balance paid by related party under note payable	9,000
Deferred underwriting commissions	$ 11,200,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations SVF Investment Corp. 3, formerly known as SVF Investment III 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 September 30, 2021, the Company had not yet The Company’s sponsor is SVF Sponsor III (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 32,000,000 Class A ordinary shares (the “Public Shares”), including the 4,000,000 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 $320.0 million, and incurring offering costs of approximately $18.1 million, of which approximately $11.2 million was for deferred underwriting commissions (see Note 5). On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain of the expenses in connection with its Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,040,000 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 $10.4 million (see Note 4). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.00 per Public Share sold in the Initial Public Offering, including the proceeds of the Private Placement Shares, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement 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 amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in N ote 7 ) . T 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 business days thereafter, redeem the public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) 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 Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $2.7 million in its operating bank account and working capital deficit of approximately $858,000. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and borrowings under the Company’s promissory note with its Sponsor of $300,000 as well as additional advances of approximately $114,000. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs will be satisfied with a portion of the proceeds of On August 10, 2021 the Sponsor agreed to loan the Company million as the Working Capital Loan. On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $1.0 million. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2021 and December 31, 2020. 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 $ and investments held in the Trust Account. As of September , and December , , the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying the determined Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting 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 non-current 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 480. 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, at the Initial Public Offering and as of September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately accretion paid-in Income Taxes The Company complies with the accounting and reporting ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding for the respective period. Non-redeemable ordinary shares include Founder Shares and Private Placement Shares as these shares do not have any redemption features. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per of ordinary share: For the Three Months Ended For the Nine Months Ended Class A redemption Non-redeemable ordinary shares Class A redemption Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,517,422 ) $ (428,672 ) $ (3,672,837 ) $ (1,309,326 ) Denominator: Basic and diluted weighted average ordinary share outstanding 32,000,000 9,040,000 23,912,088 8,524,396 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.05 ) $ (0.15 ) $ (0.15 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering [Text Block]	Note 3 — Initial Public Offering On March 11, 2021, the Company consummated its Initial Public Offering of Public Shares, including the Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $ per Public Share, generating gross proceeds of $ million, and incurring offering costs of approximately $ million, of which approximately $ million was for deferred underwriting commissions. On April 22, 2021, the underwriters made a payment to the Company in an amount of $ to reimburse certain of the expenses in connection with its Initial Public Offering. Of the 32,000,000 Public Shares, an aggregate of 112,500 Public Shares was purchased by certain of the Company’s directors and officers (the “Affiliated Shares”).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On December 14, 2020, the Company issued Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $ from the Sponsor to cover for certain expenses on behalf of the Company. On January 29, 2021, the Company effected a share dividend of Class B ordinary shares and on February 3 and February 26, 2021, the Sponsor surrendered and Class B ordinary shares for no consideration, respectively. The share dividend and share surrender resulted in an aggregate of Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization as of December 11, 2020 (inception). The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,000,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares). The 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) 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 $ per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any trading days within any -trading day period commencing at least days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public having Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the A portion of the proceeds 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 share 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 Related Party Loans On December 14, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant advanced 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 On August 10, 2021 the Sponsor agreed to loan the Company million as the Working Capital Loan. On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $1.0 million. As of September 30, 2021 and December 31, 2020, 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 Company incurred $ and $ in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the and months ended September , , respectively. As of September , , $ is due to the Sponsor and is included in due to related party on the accompanying condensed balance sheets. There was balance due to related party at December , . In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. As of September 30, 2021, approximately $605,000 is due to the Sponsor’s affiliates and is included in due to related party on the accompanying condensed balance sheets. There was no balance due to related party at December 31, 2020.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — 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 Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 4,000,000 additional shares at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on March 11, 2021. 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 $11.2 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. On April 22, 2021, the underwriters made a payment to the Company in an amount of $640,000 to reimburse certain Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with certain 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, Derivatives and Hedging - Contracts in Entity’s Own Equity. As such, the Forward Purchase Agreement meets the scope exception in ASC 815-10-15-74(a) to derivative accounting and; therefore, the Forward Purchase Agreement classified

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 6 — 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 September 30, 2021, there were 32,000,000 Class A ordinary shares outstanding that were subject to possible redemption. There were no Class A ordinary shares As of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: As of September 30, 2021 Gross proceeds $ 320,000,000 Less: Class A ordinary shares issuance costs (17,455,524 ) Plus: Accretion of carrying value to redemption value 17,455,524 Class A ordinary shares subject $ 320,000,000

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity (Deficit)	Note 7—Shareholders’ Equity (Deficit) Preference Shares preference Class A Ordinary Shares shares of Class A ordinary shares outstanding, of which 32,000,000 were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed balance sheet (see Note 6). As of December 31, 2020, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares Ordinary shareholders of record are entitled to 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding the number of Class A ordinary shares to be sold pursuant to the Private Placement Shares Purchase Agreement and the Forward Purchase Agreement and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account $ 320,010,848 — — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were

Restatement of Previously Repor

Restatement of Previously Reported Financial Information	9 Months Ended
	Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Reported Financial Information	Note 9 — Restatement of Previously Reported Financial Information Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 9, 2021, 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 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 ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity (deficit). Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares for the affected periods. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial information to present all redeemable Class A ordinary shares as temporary equity and to recognize a remeasurement adjustment from the initial book value to redemption value at the time of its Initial Public Offering. The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2021 that has been updated to reflect the restatement related to the calculation of earnings per share. The restatement had no impact on net loss, net cash flows from operating, investing or financing activities. The financial information that has been previously filed or otherwise reported for the quarterly period ended September 30, 2021 is superseded by the information in this Quarterly Report, and should no longer be relied upon. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and nine months ended September 30, 2021: EPS for Class A ordinary shares subject to possible redemption As Previously Adjustment As Restated Form 10-Q (September 30, 2021) - three months ended September 30, 2021 Weighted average shares outstanding 33,040,000 (1,040,000 ) 32,000,000 Basic and diluted earnings per ordinary share $ (0.05 ) $ 0.00 $ (0.05 ) Form 10-Q (September 30, 2021) - nine months ended September 30, 2021 Weighted average shares outstanding 24,689,231 (777,143 ) 23,912,088 Basic and diluted earnings per ordinary share $ (0.15 ) $ (0.00 ) $ (0.15 ) EPS for non-redeemable ordinary shares As Previously Adjustment As Restated Form 10-Q (September 30, 2021) - three months ended September 30, 2021 Weighted average shares outstanding 8,000,000 1,040,000 9,040,000 Basic and diluted earnings per ordinary share $ (0.05 ) $ 0.00 $ (0.05 ) Form 10-Q (September 30, 2021) - nine months ended September 30, 2021 Weighted average shares outstanding 7,747,253 777,143 8,524,396 Basic and diluted earnings per ordinary share $ (0.15 ) $ (0.00 ) $ (0.15 )

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company determined that, except as noted above, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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 held outside the Trust Account as of September 30, 2021 and December 31, 2020.
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 $ and investments held in the Trust Account. As of September , and December , , the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021 and December 31, 2020, the carrying the determined
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting 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 non-current 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 480. 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, at the Initial Public Offering and as of September 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately accretion paid-in
Income Taxes	Income Taxes The Company complies with the accounting and reporting ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss per Ordinary Share	Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding for the respective period. Non-redeemable ordinary shares include Founder Shares and Private Placement Shares as these shares do not have any redemption features. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per of ordinary share: For the Three Months Ended For the Nine Months Ended Class A redemption Non-redeemable ordinary shares Class A redemption Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,517,422 ) $ (428,672 ) $ (3,672,837 ) $ (1,309,326 ) Denominator: Basic and diluted weighted average ordinary share outstanding 32,000,000 9,040,000 23,912,088 8,524,396 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.05 ) $ (0.15 ) $ (0.15 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per of ordinary share: For the Three Months Ended For the Nine Months Ended Class A redemption Non-redeemable ordinary shares Class A redemption Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (1,517,422 ) $ (428,672 ) $ (3,672,837 ) $ (1,309,326 ) Denominator: Basic and diluted weighted average ordinary share outstanding 32,000,000 9,040,000 23,912,088 8,524,396 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.05 ) $ (0.15 ) $ (0.15 )

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption - (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity Disclosure [Abstract]
Summary of Class A ordinary shares unaudited condensed balance sheet	As of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: As of September 30, 2021 Gross proceeds $ 320,000,000 Less: Class A ordinary shares issuance costs (17,455,524 ) Plus: Accretion of carrying value to redemption value 17,455,524 Class A ordinary shares subject $ 320,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account $ 320,010,848 — —

Restatement of Previously Rep_2

Restatement of Previously Reported Financial Information (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]
Summary of Impact to the Reported Amounts of Weighted Average Shares Outstanding and Basic and Diluted Earnings Per	The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and nine months ended September 30, 2021: EPS for Class A ordinary shares subject to possible redemption As Previously Adjustment As Restated Form 10-Q (September 30, 2021) - three months ended September 30, 2021 Weighted average shares outstanding 33,040,000 (1,040,000 ) 32,000,000 Basic and diluted earnings per ordinary share $ (0.05 ) $ 0.00 $ (0.05 ) Form 10-Q (September 30, 2021) - nine months ended September 30, 2021 Weighted average shares outstanding 24,689,231 (777,143 ) 23,912,088 Basic and diluted earnings per ordinary share $ (0.15 ) $ (0.00 ) $ (0.15 ) EPS for non-redeemable ordinary shares As Previously Adjustment As Restated Form 10-Q (September 30, 2021) - three months ended September 30, 2021 Weighted average shares outstanding 8,000,000 1,040,000 9,040,000 Basic and diluted earnings per ordinary share $ (0.05 ) $ 0.00 $ (0.05 ) Form 10-Q (September 30, 2021) - nine months ended September 30, 2021 Weighted average shares outstanding 7,747,253 777,143 8,524,396 Basic and diluted earnings per ordinary share $ (0.15 ) $ (0.00 ) $ (0.15 )

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Nov. 09, 2021	Apr. 22, 2021	Mar. 11, 2021	Sep. 30, 2021	Aug. 04, 2021	May 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share				$ 10
Proceeds from initial public offer				$ 320,000,000
Proceeds from issuance of private placement				$ 10,400,000
Restricted Investments Maturity Period				185 days
Percentage on fair market value of net assets held in trust account for business combination				80.00%
Networth needed post business combination				$ 5,000,001
Estimated expenses payable on dissolution				100,000
Cash				2,700,000
Working capital				858,000
Payments of offering cost				$ 5,790,750
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination				50.00%
Due to Related Parties, Current				$ 675,123			$ 0
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of offering cost				25,000
Proceeds from related party				300,000
Advance from related party				114,000
Working Capital Loans [Member]
Subsidiary, Sale of Stock [Line Items]
Due to Related Parties, Current				$ 0			$ 0
Debt instrument face amount					$ 2,000,000
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity, redemption price per share				$ 10
Per share amount to be maintained in the trust account				10
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Per share amount to be maintained in the trust account				$ 10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share			$ 10
Proceeds from initial public offer			$ 320,000,000
Adjustments to Additional Paid in capital stock issuance costs			18,100,000
Deferred underwriting commissions			$ 11,200,000
Reimbursement of underwriting expenses		$ 640,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right issue of warrants for the period				1,040,000
Class of warrants or rights issue price per share				$ 10
Proceeds from issuance of private placement				$ 10,400,000
Subsequent Event [Member] | Maximum [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Increase Decrease In Loan Commitment Amount Due To Related Party	$ 1,000,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offer				$ 320,000,000
Temporary equity, redemption price per share				$ 10			$ 10
Percentage of the public shareholding eligible for transfer without restrictions						15.00%
Percentage of the public shareholding to be redeemed in case the business combination is not consummated				100.00%
Payments of offering cost				$ 17,455,524
Common Class A [Member] | IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued During period shares new shares			32,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued During period shares new shares			4,000,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Numerator:
Allocation of net loss	$ (1,946,094)	$ (2,512,146)	$ (523,923)	$ (4,982,163)
Class A ordinary shares subject to possible redemption [Member]
Numerator:
Allocation of net loss	$ (1,517,422)			$ (3,672,837)
Denominator:
Basic and diluted weighted average ordinary share outstanding	32,000,000			23,912,088
Basic and diluted net loss per ordinary share	$ (0.05)			$ (0.15)
Non-redeemable ordinary shares [Member]
Numerator:
Allocation of net loss	$ (428,672)			$ (1,309,326)
Denominator:
Basic and diluted weighted average ordinary share outstanding	9,040,000			8,524,396
Basic and diluted net loss per ordinary share	$ (0.05)			$ (0.15)

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash equivalents		$ 0	$ 0
Federal depository insurance coverage		250,000
Investment in trading securities maturity period	185 days
Unrecognized tax benefits		0
Unrecognized tax benefits, accrued interest and penalties		$ 0
Class A ordinary shares subject to possible redemption
Class A Common stock,subject to possible redemption, shares		32,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Apr. 22, 2021	Mar. 11, 2021	Sep. 30, 2021
Initial Public Offering [Line Items]
Sale of stock issue price per share			$ 10
Proceeds from issuance initial public offering			$ 320,000,000
Deferred underwriting commissions			11,200,000
IPO [Member]
Initial Public Offering [Line Items]
Sale of stock issue price per share		$ 10
Proceeds from issuance initial public offering		$ 320,000,000
Adjustments to Additional Paid in capital stock issuance costs		18,100,000
Deferred underwriting commissions		$ 11,200,000
Reimbursement of underwriting expenses	$ 640,000
IPO [Member] | Affiliated Shares [Member] | Directors and Officers [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		112,500
Common Class A [Member]
Initial Public Offering [Line Items]
Proceeds from issuance initial public offering			$ 320,000,000
Common Class A [Member] | IPO [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		32,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Stock issued during period shares new shares		4,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)

Nov. 09, 2021

Mar. 15, 2021

Feb. 26, 2021

Feb. 03, 2021

Jan. 29, 2021

Dec. 14, 2020

Sep. 30, 2021

Sep. 30, 2021

Aug. 04, 2021

Mar. 11, 2021

Dec. 31, 2020

Dec. 31, 2019

Related Party Transaction [Line Items]

Payments of offering cost

$ 5,790,750

Proceeds from issuance of private placement

10,400,000

Repayments of related party notes

413,562

Due to related parties current

$ 675,123

$ 675,123

$ 0

Private Placement [Member]

Related Party Transaction [Line Items]

Class of warrants or rights issue price per share

$ 10

$ 10

Proceeds from issuance of private placement

$ 10,400,000

Class of warrant or right issue of warrants for the period

1,040,000

1,040,000

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

1,000,000

1,000,000

Percentage of common stock outstanding after IPO

20.00%

20.00%

Founder Shares [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Common stock, shares subject to possible redemption

1,000,000

Sponsor [Member]

Related Party Transaction [Line Items]

Payments of offering cost

$ 25,000

Related party expense for administrative services

605,000

Sponsor [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 300,000

Long term borrowings

$ 300,000

Repayments of related party notes

$ 414,000

Advance from related party

$ 114,000

114,000

Working Capital Loans [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 2,000,000

Due to related parties current

$ 0

0

$ 0

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

Related party expense for administrative services

70,000

Administrative Support Agreements [Member] | General And Administrative Expense One [Member]

Related Party Transaction [Line Items]

Related party expense for administrative services

$ 30,000

$ 70,000

Maximum [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Increase Decrease In Loan Commitment Amount Due To Related Party

$ 1,000,000

Common Class B [Member]

Related Party Transaction [Line Items]

Common stock, shares outstanding

8,000,000

8,000,000

8,000,000

8,000,000

Common Class B [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Share dividend

$ 12,125,000

Shares surrendered

2,000,000

5,000,000

Common stock, shares outstanding

8,000,000

8,000,000

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) - USD ($)	Apr. 22, 2021	Sep. 30, 2021
CommitmentsAndContingenciesDisclosure [Line Items]
Deferred underwriting commissions		$ 11,200,000
Underwriting Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Additional public share issued under over allotment option		4,000,000
Underwriting discount per unit		$ 0.20
Underwriting discount		$ 4,600,000
Deferred underwriting commissions per unit		$ 0.35
Deferred underwriting commissions		$ 11,200,000
Forward Purchase Agreement [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Shares issued, value		$ 150,000,000
Shares issued, price per share		$ 10
Additional public share issued under forward purchase agreement		$ 50,000,000
Additional public share issued under forward purchase agreement, shares		5,000,000
IPO [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Reimbursement Of Expenses In Connection With Initial Public Offer	$ 640,000
Over-Allotment Option [Member]
CommitmentsAndContingenciesDisclosure [Line Items]
Underwriters option vesting period		45 days

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Common Stock, Shares Authorized	200,000,000
Common Stock, No Par Value	$ 0.0001
Common Stock, Voting Rights	one
Common Class A [Member]
Temporary Equity [Line Items]
Common Stock, Shares Authorized	200,000,000
Common Stock, No Par Value	$ 0.0001
Common Stock, Voting Rights	one vote
Temporary Equity, Shares Outstanding	32,000,000	0
Temporary Equity, Shares Issued	32,000,000	0

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption - Summary of Class A Ordinary Shares Unaudited Condensed Balance Sheet (Detail)	9 Months Ended
	Sep. 30, 2021USD ($)
Gross proceeds	$ 320,000,000
Class A ordinary shares issuance costs	(5,790,750)
Class A ordinary shares subject to possible redemption	320,000,000
Common Class A [Member]
Gross proceeds	320,000,000
Class A ordinary shares issuance costs	(17,455,524)
Accretion of carrying value to redemption value	17,455,524
Class A ordinary shares subject to possible redemption	$ 320,000,000

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($)	Mar. 11, 2021	Feb. 26, 2021	Feb. 03, 2021	Jan. 29, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 14, 2020	Dec. 31, 2019
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
Common stock, shares authorized						200,000,000
Common stock, no par value						$ 0.0001
Common stock, voting rights						one
Common stock, conversion ratio, percent						20.00%
Over-Allotment Option [Member] | Founder Shares [Member]
Temporary equity shares outstanding	1,000,000
Common Class A [Member]
Common stock, shares authorized						200,000,000
Common stock, no par value						$ 0.0001
Common stock, voting rights						one vote
Common stock, shares outstanding						33,040,000	0
Temporary equity shares outstanding						32,000,000	0
Common stock, shares, issued							0
Common stock subject to repurchase, shares					0
Common Class B [Member]
Common stock, shares authorized						20,000,000	20,000,000
Common stock, no par value						$ 0.0001
Common stock, voting rights						one vote
Common stock, shares outstanding						8,000,000	8,000,000		8,000,000
Common stock, shares, issued						8,000,000	8,000,000	2,875,000
Common stock subject to repurchase, shares				12,125,000
Common stock subject to repurchase		$ 0	$ 0
Common Class B [Member] | Sponsor [Member]
Common stock, shares outstanding						8,000,000
Common stock subject to repurchase, shares		2,000,000	5,000,000			8,000,000
Common Class B [Member] | Founder Shares [Member]
Ordinary shares were subject to forfeiture	1,000,000
Common Class B [Member] | Over-Allotment Option [Member]
Common stock subject to repurchase						$ 0
Ordinary shares were subject to forfeiture						1,000,000
Percentage of increase in ordinary shares issued						20.00%
Percentage of increase in ordinary shares outstanding						20.00%

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail)	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 320,010,848
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	0
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 0

Restatement of Previously Rep_3

Restatement of Previously Reported Financial Information - Summary of Impact to the Reported Amounts of Weighted Average Shares Outstanding and Basic and Diluted Earnings Per (Detail) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A ordinary shares subject to possible redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	32,000,000	23,912,088
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)
Non-redeemable ordinary shares [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	9,040,000	8,524,396
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)
As Previously Reported [Member] | Class A ordinary shares subject to possible redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	33,040,000	24,689,231
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)
As Previously Reported [Member] | Non-redeemable ordinary shares [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	8,000,000	7,747,253
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)
Adjustment [Member] | Class A ordinary shares subject to possible redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	(1,040,000)	(777,143)
Basic and diluted earnings per ordinary share	$ 0	$ 0
Adjustment [Member] | Non-redeemable ordinary shares [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	1,040,000	777,143
Basic and diluted earnings per ordinary share	$ 0	$ 0
As Restated [Member] | Class A ordinary shares subject to possible redemption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	32,000,000	23,912,088
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)
As Restated [Member] | Non-redeemable ordinary shares [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	9,040,000	8,524,396
Basic and diluted earnings per ordinary share	$ (0.05)	$ (0.15)