Kensington Capital Acquisition Corp. II (KCAC) 10-Q 14 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	Kensington Capital Acquisition Corp. II
Entity Central Index Key	0001841304
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Address, State or Province	NY
Entity Incorporation, State or Country Code	DE
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Member Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	KCAC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	KCAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	KCAC WS
Security Exchange Name	NYSE

Condensed Balance Sheet

Condensed Balance Sheet	Mar. 31, 2021USD ($)
Current assets:
Cash	$ 1,486,179
Prepaid expenses	274,807
Total current assets	1,760,986
Investments held in Trust Account	230,013,444
Total Assets	231,774,430
Liabilities, Current [Abstract]
Accounts payable	9,189
Accrued expenses	173,884
Franchise tax payable	47,721
Note payable—related party	100,000
Total current liabilities	330,794
Deferred underwriting commissions	8,050,000
Derivative warrant liabilities	13,619,500
Total liabilities	22,000,294
Commitments and Contingencies
Class A common stock, subject to possible redemption	204,774,130
Stockholders' Equity:
Preferred stock	0
Additional paid-in capital	8,364,438
Accumulated deficit	(3,365,259)
Total stockholders' equity	5,000,006
Total Liabilities and Stockholders' Equity	231,774,430
Common Class A [Member]
Stockholders' Equity:
Common stock	252
Total stockholders' equity	252
Common Class B [Member]
Stockholders' Equity:
Common stock	575
Total stockholders' equity	$ 575

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Mar. 31, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / 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 par or stated value per share | $ / shares	$ 0.0001
Temporary equity shares outstanding	20,477,413
Temporary equity redemption value per share | $ / shares	$ 10
Common stock, par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	100,000,000
Common stock shares issued	2,522,587
Common stock, shares, outstanding	2,522,587
Common Class B [Member]
Common stock, par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	5,750,000
Common stock, shares, outstanding	5,750,000

Condensed Statement of Operatio

Condensed Statement of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
General and administrative expenses	$ 40,542
Administrative expenses—related party	40,000
Franchise tax expenses	47,721
Loss from operations	(128,263)
Other income (expenses)
Change in fair value of derivative warrant liabilities	(2,998,000)
Financing costs—derivative warrant liabilities	(252,440)
Net gain from investments held in Trust Account	13,444
Net loss	$ (3,365,259)
Redeemable Common Stock [Member]
Other income (expenses)
Basic and diluted weighted average shares outstanding | shares	20,775,727
Basic and diluted net income/(loss) per share | $ / shares	$ 0
Non Redeemable Common Stock [Member]
Other income (expenses)
Basic and diluted weighted average shares outstanding | shares	6,075,038
Basic and diluted net income/(loss) per share | $ / shares	$ (0.55)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Deficit - 3 months ended Mar. 31, 2021 - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Jan. 03, 2021
Beginning balance, shares at Jan. 03, 2021
Issuance of Class B common stock to Sponsor	25,000		$ 575	24,425
Issuance of Class B common stock to Sponsor, shares			5,750,000
Sale of units in initial public offering, less fair value of public warrants	225,802,500	$ 2,300		225,800,200
Sale of units in initial public offering, less fair value of public warrants, shares		23,000,000
Offering costs	(12,864,105)			(12,864,105)
Excess of cash received over fair value of private placement warrants	176,000			176,000
Common stock subject to possible redemption	(204,774,130)	$ (2,048)		(204,772,082)
Common stock subject to possible redemption, shares		(20,477,413)
Net loss	(3,365,259)				(3,365,259)
Ending balance at Mar. 31, 2021	$ 5,000,006	$ 252	$ 575	$ 8,364,438	$ (3,365,259)
Ending balance, shares at Mar. 31, 2021		2,522,587	5,750,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (3,365,259)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock	1,627
Change in fair value of derivative warrant liabilities	2,998,000
Financing costs—derivative warrant liabilities	252,440
Net gain from investments held in Trust Account	(13,444)
Changes in operating assets and liabilities:
Prepaid expenses	(274,807)
Franchise tax payable	47,721
Accounts payable	7,544
Accrued expenses	6,984
Net cash used in operating activities	(339,194)
Cash Flows from Investing Activities
Cash deposited in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	100,000
Proceeds received from initial public offering, gross	230,000,000
Proceeds received from private placement warrants	6,600,000
Offering costs paid	(4,874,627)
Net cash provided by financing activities	231,825,373
Net change in cash	1,486,179
Cash—beginning of the period
Cash—end of the period	1,486,179
Supplemental disclosure of noncash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	23,373
Offering costs included in accounts payable	1,645
Offering costs included in accrued expenses	166,900
Deferred underwriting commissions in connection with the initial public offering	8,050,000
Initial value of Class A common stock subject to possible redemption	207,860,140
Change in initial value of Class A common stock subject to possible redemption	$ (3,086,010)

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Kensington Capital Acquisition Corp. II (the “Company”) was incorporated in Delaware on January 4, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 4, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the proposed initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 3,000,000 additional Units (the “Over-Allotment Units”), at $10.00 per Unit, 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 (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,800,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant to the Sponsor, generating proceeds of $6.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in 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 the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination 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 (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share The Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial per-share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 2, 2023, (as such period may be extended pursuant to the Certificate of Incorporation, 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 The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.5 million in its operating bank account, and working capital of approximately $1.5 million (not taken into account approximately $48,000 in tax obligations that may be paid using investment income earned in Trust Account). The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs and expenses in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note of $100,000 (as defined in Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans. The Sponsor elected to convert the Note into Working Capital Loan (as defined in Note 4) upon closing of the Initial Public Offering. 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 an Initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. 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. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from January 4, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K On April 12, 2021, the SEC issued guidance stating that it is the SEC’s position that special purpose acquisition companies, such as the Company, should account for warrants on their balance sheet as liabilities. The Company’s public and private warrants (Warrants) were presented in its audited balance sheet as of March 2, 2021 included in its Current Report on Form 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 limit of $250,000. At March 31, 2021, 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 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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 March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 8,800,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock 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 common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 20,477,413 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company’s taxable income primarily consists of net gain from investments held in Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $25,000 with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as end of quarter March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as end of quarter March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,550,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Three Class A common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 11,969 Less: Company’s portion available to be withdrawn to pay taxes (11,969 ) Net income attributable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,775,727 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,365,259 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (3,365,259 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 6,075,038 Basic and diluted net loss per share, non-redeemable $ (0.55 ) Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On March 2, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including the exercise of the underwriters’ option to purchase 3,000,000 Over-Allotment Units, at $10.00 per Unit, 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. Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In January 2021, the Sponsor subscribed to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on January 8, 2021. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. On March 2, 2021, the underwriter fully exercised its option to purchase additional; thus, these 750,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,800,000 Private Placement Warrants, at a price of $0.75 per Private Placement Warrant to the Sponsor, generating proceeds of $6.6 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On January 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could 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 or, at the lenders’ discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had $100,000 under the Working Capital Loans as discussed above. Service and Administrative Fees The Company agreed to pay service and administrative fees of $20,000 per month to DEHC LLC, an affiliate of Daniel Huber, the Company’s Chief Financial Officer, for 18 months commencing on the date of consummation of the Initial Public Offering (upon completion of the initial Business Combination, any portion of the amounts due that have not yet been paid will accelerate). The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. 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.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	3 Months Ended
	Mar. 31, 2021
Derivative Warrant Liabilities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6— Derivative Warrant Liabilities As of March 31, 2021, the Company had 5,750,000 Public Warrants and 8,800,000 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants have an exercise price of $11.50 per share. If (x) the Company issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, commencing once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table in the warrant agreement; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7—Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and remove members of the Company’s board of directors for any reason. Prior to the completion of the initial Business Combination, only holders of the Class B common stock will have the right to vote on the Company’s election of directors. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding shares of the Class B common stock may remove a member of the Company’s board of directors for any reason. These provisions of the Certificate of Incorporation may only be amended by a resolution passed by the holders of a majority of shares of the Class B common stock. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one as-converted

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8—Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 230,013,444 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 13,619,500 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Monte Carlo simulation. For the three months ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $3.0 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 2, 2021 As of March 31, 2021 Volatility 12.6 % 14 % Stock price $ 9.82 $ 10.03 Expected life of the options to convert 6 5.91 Risk-free rate 1.02 % 1.14 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 4, 2021 (inception) $ — Issuance of Public and Private Warrants 10,621,500 Change in fair value of derivative warrant liabilities 2,998,000 Derivative warrant liabilities at March 31, 2021 $ 13,619,500

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from January 4, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K On April 12, 2021, the SEC issued guidance stating that it is the SEC’s position that special purpose acquisition companies, such as the Company, should account for warrants on their balance sheet as liabilities. The Company’s public and private warrants (Warrants) were presented in its audited balance sheet as of March 2, 2021 included in its Current Report on Form 8-K
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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 limit of $250,000. At March 31, 2021, 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 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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 March 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 8,800,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock 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 common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 20,477,413 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Income Taxes	Income Taxes The Company’s taxable income primarily consists of net gain from investments held in Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2021, the Company had deferred tax assets of approximately $25,000 with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as end of quarter March 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as end of quarter March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,550,000 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per common share for Class A common shares subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Three Class A common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 11,969 Less: Company’s portion available to be withdrawn to pay taxes (11,969 ) Net income attributable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,775,727 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,365,259 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (3,365,259 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 6,075,038 Basic and diluted net loss per share, non-redeemable $ (0.55 )
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) ’ s Own Equity (Subtopic 815-40): ’ s Own Equity 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share: For The Three Class A common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Income from investments held in Trust Account $ 11,969 Less: Company’s portion available to be withdrawn to pay taxes (11,969 ) Net income attributable to Class A common stock subject to possible redemption $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 20,775,727 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (3,365,259 ) Net income allocable to Class A common stock subject to possible redemption — Non-redeemable $ (3,365,259 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 6,075,038 Basic and diluted net loss per share, non-redeemable $ (0.55 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of financial assets and liabilities at fair value on recurring basis	The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 230,013,444 $ — $ — Liabilities: Derivative warrant liabilities $ — $ — $ 13,619,500
Summary of quantitative information regarding Level 3 fair value measurements inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 2, 2021 As of March 31, 2021 Volatility 12.6 % 14 % Stock price $ 9.82 $ 10.03 Expected life of the options to convert 6 5.91 Risk-free rate 1.02 % 1.14 % Dividend yield 0.0 % 0.0 %
Summary of change in fair value of derivative warrant liabilities	The change in the fair value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at January 4, 2021 (inception) $ — Issuance of Public and Private Warrants 10,621,500 Change in fair value of derivative warrant liabilities 2,998,000 Derivative warrant liabilities at March 31, 2021 $ 13,619,500

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Mar. 02, 2023	Mar. 02, 2021	Mar. 31, 2021
Entity incorporation, date of incorporation			Jan. 4, 2021
Proceeds from issuance of IPO			$ 230,000,000
Deferred underwriting commissions			8,050,000
Proceeds From Issuance Of Warrants			6,600,000
Payment to acquire restricted investments			$ 230,000,000
Share Price			$ 10
Restricted investments term		185 days	185 days
Percentage of redeeming shares of public shares without the company's prior written consent			15.00%
Percentage of public shares to be redeemed on non completion of business combination			100.00%
Lock in period for redemption of public shares after closing of IPO			24 months
Cash			$ 1,486,179
Working capital (deficit)			1,500,000
Income tax payable			$ 48,000
Forecast [Member]
Dissolution expense	$ 100,000
Minimum [Member]
Percentage of fair market value of target business to asset held in trust account			80.00%
Business acquisition, percentage of voting interests acquired			50.00%
Net tangible assets required for consummation of business combination			$ 5,000,001
Sponsor [Member]
Proceeds from unsecured and non-interest bearing promissory note			100,000
Sponsor [Member] | Founder Shares [Member]
Proceeds from Issuance of Common Stock			$ 25,000
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrant or right, issued during the period		8,800,000
Class of warrant or right, issue price		$ 0.75
Proceeds From Issuance Of Warrants		$ 6,600,000
IPO [Member]
Payment to acquire restricted investments		$ 230,000,000
Share Price		$ 10
Common Class A [Member]
Stock issued during period shares			23,000,000
Common Class A [Member] | IPO [Member]
Stock issued during period shares		23,000,000
Shares issued price per share		$ 10
Proceeds from issuance of IPO		$ 230,000,000
Stock issuance costs		13,100,000
Deferred underwriting commissions		$ 8,100,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period shares		3,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Fair value, net derivative asset (liability) measured on recurring basis, unobservable inputs reconciliation, issues		$ 10,600,000
FDIC insured amount		250,000
Cash equivalents		$ 0
Restricted investments term	185 days	185 days
Deferred tax assets, gross		$ 25,000
Deferred tax assets, valuation allowance		25,000
Unrecognized tax benefits		0
Accrued for interest and penalties		$ 0
Warrant
Class of Warrant or Right [Line Items]
Antidilutive securities excluded from computation of earnings per share		14,550,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	5,750,000
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	8,800,000
Common Class A [Member]
Class of Warrant or Right [Line Items]
Temporary equity shares outstanding		20,477,413

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to common stock subject to possible redemption
Income from investments held in Trust Account	$ 11,969
Less: Company's portion available to be withdrawn to pay taxes	(11,969)
Net income attributable to Class A common stock subject to possible redemption
Numerator: Net Loss minus Net Earnings
Net loss	(3,365,259)
Net income allocable to Class A common stock subject to possible redemption
Non-redeemable net loss	$ (3,365,259)
Redeemable Common Stock [Member]
Denominator: Weighted average common stock
Basic and diluted weighted average shares outstanding | shares	20,775,727
Basic and diluted net income/(loss) per share | $ / shares	$ 0
Non Redeemable Common Stock [Member]
Denominator: Weighted average common stock
Basic and diluted weighted average shares outstanding | shares	6,075,038
Basic and diluted net income/(loss) per share | $ / shares	$ (0.55)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 31, 2021
Proceeds from issuance of IPO		$ 230,000,000
Deferred underwriting commissions		$ 8,050,000
Exercise price of warrants		$ 11.50
Common Class A [Member]
Stock issued during period shares		23,000,000
Stock conversion basis		Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Shares issuable per warrant		1
Exercise price of warrants		$ 11.50
IPO [Member] | Common Class A [Member]
Stock issued during period shares	23,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 230,000,000
Stock issuance costs	13,100,000
Deferred underwriting commissions	$ 8,100,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period shares	3,000,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 31, 2021	Jan. 31, 2021	Jan. 04, 2021
Related Party Transaction [Line Items]
Share price		$ 10
Proceeds from issuance of warrants		$ 6,600,000
Exercise price of warrants		$ 11.50
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, carrying amount of equity component		$ 2,000,000
Debt instrument, convertible, conversion price		$ 0.75
Due to related parties		$ 100,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 300,000
Sponsor [Member] | Private Placement Warrants
Related Party Transaction [Line Items]
Class of warrant or right, issued during the period	8,800,000
Class of warrant or right, issue price	$ 0.75
Proceeds from issuance of warrants	$ 6,600,000
Lock in period tor transfer of warrants from the date of completion of business combination		30 days
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share price		$ 12
Share transfer restriction, threshold consecutive trading days		20 days
Share transfer restriction, threshold trading days		30 days
Number of days for a particular event to get over for determining trading period		150 days
Chief Executive Officer [Member] | Administrative Service Fee [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction		$ 20,000
Related party transaction settlement period		18 months
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share		$ 0.0001
Common stock, shares, outstanding		2,522,587
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants
Related Party Transaction [Line Items]
Shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share		$ 0.0001
Common stock, shares, outstanding		5,750,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Common stock, shares subscribed but unissued			5,750,000
Common stock, par or stated value per share			$ 0.0001
Common stock, shares, outstanding		750,000
Percentage of ownership held by initial shareholders		20.00%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Deferred underwriting discount per unit | $ / shares	$ 0.20
Deferred underwriting discount | $	$ 4,600,000
Deferred underwriting commission per unit | $ / shares	$ 0.35
Deferred underwriting commissions | $	$ 8,050,000
Over-Allotment Option [Member]
Overallotment option vesting period	45 days
Common stock shares subscribed but not yet issued | shares	3,000,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 02, 2021
Exercise price of warrants	$ 11.50
Share price	$ 10
Common Class A [Member] | Sponsor [Member]
Class Of Warrants Or Rights, Transfers, Restriction On Number Of Days From The Date Of Business Combination	30 days
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | Common Class A [Member]
Share Redemption Trigger Price	$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity	60.00%
Class of Warrant or Right, Minimum Notice Period For Redemption	20 days
Exercise price of warrants	$ 9.20
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member]
Exercise price of warrants	$ 18
Class Of Warrant Or Right Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Public Warrants [Member]
Number of warrants or rights outstanding		5,750,000
Class of warrant or right redemption threshold consecutive trading days | trading days	20 days
Class of warrant or right, threshold period for exercise from date of closing public offering	60 days
Warrants and rights outstanding, term	5 years
Public Warrants [Member] | Common Class A [Member]
Exercise price of warrants	$ 11.50
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Class of warrants redemption price per unit	$ 0.01
Number of days of notice to be given for the redemption of warrants	30 days
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Maximum [Member]
Number of trading days for determining the share price	30 days
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Minimum [Member]
Number of consecutive trading days for determining the share price	20 days
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member]
Share price	$ 18
Private Placement Warrants [Member]
Number of warrants or rights outstanding		8,800,000
Private Placement Warrants [Member] | Common Class A [Member] | Sponsor [Member]
Exercise price of warrants	11.50
Redeemable Warrants [Member] | Share Price Equal or Exceeds Ten rupees or more per dollar [Member]
Class of warrants redemption price per unit	$ 0.10
Number of days of notice to be given for the redemption of warrants	30 days
Redeemable Warrants [Member] | Share Price Equal or Exceeds Ten rupees or more per dollar [Member] | Common Class A [Member]
Exercise price of warrants	$ 10

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Mar. 31, 2021	Mar. 02, 2021	Jan. 08, 2021
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock, par or stated value per share	$ 0.0001
Common stock shares authorized	100,000,000
Common stock shares issued	2,522,587
Common stock, shares, outstanding	2,522,587
Temporary equity shares outstanding	20,477,413
Common Class A [Member] | IPO [Member]
Percentage of common stock outstanding after conversion	20.00%
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	5,750,000		5,750,000
Common stock, shares, outstanding	5,750,000
Temporary equity shares outstanding			750,000
Percentage of common stock outstanding after IPO			20.00%
Number of share options exercised during the current period		750,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($)	Mar. 31, 2021	Jan. 03, 2021
Liabilities:
Derivative warrant liabilities	$ 13,619,500
Level 1 [Member]
Assets:
Investments held in Trust Account	230,013,444
Liabilities:
Derivative warrant liabilities
Level 2 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities
Level 3 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities	$ 13,619,500

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value Disclosures [Abstract]
Fair value equity transfer warrants	$ 0
Change in fair value of derivative warrant liabilities	$ 2,998,000

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs (Detail) - Level 3 [Member] - $ / shares	Mar. 31, 2021	Mar. 02, 2021
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	14.00%	12.60%
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 10.03	$ 9.82
Expected life of the options to convert
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, term	5 years 10 months 27 days	6 years
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	1.14%	1.02%
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement input	0.00%	0.00%

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in Fair Value of Derivative Warrant Liabilities (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Abstract]
Derivative warrant liabilities
Issuance of Public and Private Warrants	10,621,500
Change in fair value of derivative warrant liabilities	2,998,000
Derivative warrant liabilities	$ 13,619,500