Valor Latitude Acquisition (VLAT) 10-Q 18 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	5 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	Valor Latitude Acquisition Corp.
Entity Central Index Key	0001843091
Entity File Number	001-40322
Entity Tax Identification Number	98-1578908
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	PO Box 309
Entity Address, Address Line Two	Ugland House
Entity Address, City or Town	Grand Cayman
Entity Address, Postal Zip Code	1-1104
City Area Code	973
Local Phone Number	290 233
Entity Address, Country	KY
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	VLAT
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		23,000,000
Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each one whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	VLATW
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	VLATU
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Balance Sheet

Condensed Balance Sheet	Jun. 30, 2021USD ($)
Current assets:
Cash	$ 763,262
Prepaid expenses	353,588
Total current assets	1,116,850
Prepaid expenses, non-current	289,183
Investments held in trust account	230,003,011
Total Assets	231,409,044
Liabilities and Shareholders' Equity
Accrued offering costs and expenses	355,239
Promissory note – related party	14,909
Total Current Liabilities	370,148
Warrant Liability	10,888,620
Deferred underwriters' discount	8,050,000
Total Liabilities	19,308,768
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 20,710,027 shares at redemption value	207,100,270
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	800,111
Retained earnings	4,199,091
Total Shareholders' Equity	5,000,006
Total Liabilities and Shareholders' Equity	231,409,044
Common Class A [Member]
Shareholders' Equity:
Common stock	229
Common Class B [Member]
Shareholders' Equity:
Common stock	575
Total Shareholders' Equity	$ 575

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Jun. 30, 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]
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	2,289,973
Common Stock, Shares, Outstanding	2,289,973
Common stock shares subject to possible redemption	20,710,027
Common Class B [Member]
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	5,750,000
Common Stock, Shares, Outstanding	5,750,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	5 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Formation and operating costs	$ 523,547	$ 526,147
Loss from operations	(523,547)	(526,147)
Other income (loss)
Change in fair value of warrant liabilities	5,270,827	5,270,827
Transaction costs allocated to warrant liabilities	(548,600)	(548,600)
Interest Income	3,011	3,011
Total other income	4,725,238	4,725,238
Net income	$ 4,201,691	$ 4,199,091
Basic and diluted weighted average shares outstanding	8,515,272	6,475,798
Basic and diluted net loss per share	$ 0.49	$ 0.65
Class A Ordinary share subject to possible redemption [Member]
Other income (loss)
Interest Income	$ 3,011	$ 3,011
Basic and diluted weighted average shares outstanding	20,710,027	6,871,077
Basic and diluted net loss per share	$ 0	$ 0

Condensed Statements of Changes

Condensed Statements of Changes In Shareholders' Equity (Deficit) - USD ($)	Total	Common Class B [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit)
Beginning balance (in shares) at Jan. 20, 2021
Beginning balance at Jan. 20, 2021
Class B ordinary shares issued to Sponsor (in shares)				5,750,000
Class B ordinary shares issued to Sponsor	25,000			$ 575	24,425
Net income (loss)	(2,600)					(2,600)
Ending balance (in shares) at Mar. 31, 2021		5,750,000		5,750,000
Ending balance at Mar. 31, 2021	22,400	$ 575		$ 575	24,425	(2,600)
Beginning balance (in shares) at Jan. 20, 2021
Beginning balance at Jan. 20, 2021
Net income (loss)	4,199,091
Ending balance (in shares) at Jun. 30, 2021			2,289,973	5,750,000
Ending balance at Jun. 30, 2021	5,000,006	$ 575	$ 229		800,111	4,199,091
Beginning balance (in shares) at Mar. 31, 2021		5,750,000		5,750,000
Beginning balance at Mar. 31, 2021	22,400	$ 575		$ 575	24,425	(2,600)
Sale of 20,000,000 Units on May 6, 2021 net of warrant liability initial fair value, (in shares)			20,000,000
Sale of 20,000,000 Units on May 6, 2021 net of warrant liability initial fair value,Value	191,075,180		$ 2,000		191,073,180
Sale of 3,000,000 Units on May 11, 2021 net of warrant liability initial fair value, (in shares)			3,000,000
Sale of 3,000,000 Units on May 11, 2021 net of warrant liability initial fair value,Value	28,661,277		$ 300		28,660,977
Excess value of cash received over fair value of Private Placement Warrants	704,096				704,096
Net offering costs	(12,564,368)				(12,564,368)
Net income (loss)	4,201,691					4,201,691
Class A ordinary shares subject to possible redemption (in shares)			(20,710,027)
Class A ordinary shares subject to possible redemption	(207,100,270)		$ (2,071)		(207,098,199)
Ending balance (in shares) at Jun. 30, 2021			2,289,973	5,750,000
Ending balance at Jun. 30, 2021	$ 5,000,006	$ 575	$ 229		$ 800,111	$ 4,199,091

Condensed Statements of Chang_2

Condensed Statements of Changes In Shareholders' Equity (Deficit) (Parenthetical) - shares	May 11, 2021	May 06, 2021
Common Class A [Member]
Sale of warrant liability initial fair value	3,000,000	20,000,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	3 Months Ended	5 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Cash flows from operating activities:
Net income	$ 4,201,691	$ 4,199,091
Adjustments to reconcile net income to net cash used in operating activities:
Transaction costs allocated to warrant liabilities	548,600	548,600
Change in fair value of warrant liability	(5,270,827)	(5,270,827)
Interest earned on investments held in Trust Account	(3,011)	(3,011)
Changes in assets and liabilities:
Prepaid expenses		(642,771)
Accrued offering costs and expenses		355,239
Net cash used in operating activities		(813,679)
Cash flows from investing activities:
Investments held in trust account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash flows from financing activities:
Promissory note - related party		14,909
Proceeds from issuance of founder shares		25,000
Proceeds received from public offerings, net of underwriters' discount		225,400,000
Proceeds from private placement		6,600,000
Payment of offering costs		(462,968)
Net cash provided by financing activities		231,576,941
Net change in cash		763,262
Cash, beginning of the period		0
Cash, end of the period	$ 763,262	763,262
Supplemental disclosure of cash flow information:
Deferred underwriter's discount		8,050,000
Initial value of Class A ordinary shares subject to possible redemption		202,347,280
Change in value of Class A ordinary shares subject to possible redemption		$ 4,752,990

Organization, Business Operatio

Organization, Business Operation And Going Concern	5 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operation and Going Concern	Note 1 — Organization, Business Operation and Going Concern Valor Latitude Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 21, 2021. 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 (the “Business Combination”). The Company has not selected any specific Business Combination target and it has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”) 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 income The Company’s sponsor is Valor Latitude LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on May 3, 2021 (the “Effective Date”). On May 6, 2021, Company consummated its IPO of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of s Substantially with the closing of the IPO, the Company completed the private sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) to Valor Latitude LLC (the “Sponsor”) and Phoenix SPAC Holdco LLC (“Phoenix”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor, Phoenix or their respective permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights. The underwriters had a 45-day option The underwriters fully exercised the over-allotment option and, on May 11, 2021, the underwriters purchased 3,000,000 units generating net proceeds to the Company of approximately $29,400,000 in the aggregate after deducting the underwriter discount. Simultaneously with the issuance and sale of the Units on May 11, 2021, the Company consummated the private placement with the Sponsor and Phoenix of an aggregate of 400,000 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $600,000. A total of $230,000,000 was placed in a U.S.-based trust account at JPMorgan maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the IPO and the exercise of the over-allotment amounted to $13,112,968 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $462,968 of other offering costs. Of the offering costs, $548,600 is included in the statement of operations and $12,564,368 is included in equity. Upon the closing of the IPO, management has agreed that an amount equal to at least $10.00 per Unit sold in the IPO, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of 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 or pre-initial Business The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with the Company’s initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (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 % of the public shares if the Company has not consummated an initial Business Combination within months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within months from the closing of the IPO, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, it cannot assure that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Liquidity and Capital Resources As of June 30, 2021, the Company had $763,262 in cash and working capital of $746,702. Until the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of common stock by our Sponsor and loans from our Sponsor and a related party. During the period covered by this quarterly report on Form 10-Q (the The Company’s initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant. As of June 30, 2021, no Working Capital Loans were outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital 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 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 Business Combination.​​​​​​​

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Jun. 30, 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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2021, as well as the Company’s Current Report on Form 8-K, Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Offering Costs Associated with IPO The Company complies with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on May 11, 2021, (upon the underwriters exercising their over-allotment option), offering costs totaling $ (consisting of $ of underwriting fee, $ of deferred underwriting fee and $ of other offering costs) were recognized with $ which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other income/(expense) and $ included in shareholder s ’ equity. Investments Held in Trust Account At June 30, 2021, funds held in the Trust Account include $230,003,011 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (May 6, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. Warrant Instruments The Company has accounted be re-measured at to re-evaluation at Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,066,667 shares of ordinary share in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable For the Three For the period Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption Interest income on marketable securities held in trust $ 3,011 $ 3,011 Less: interest available to be withdrawn for payment of taxes $ (3,011 ) $ (3,011 ) Net income allocable to Class A ordinary share subject to possible redemption $ — $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 20,710,027 6,871,077 Basic and diluted net income per share, redeemable ordinary share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net income $ 4,201,691 $ 4,199,091 Redeemable Net Earnings $ — $ — Non-redeemable $ 4,201,691 $ 4,199,091 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, ordinary share 8,515,272 6,475,798 Basic and diluted net income per share, ordinary share $ 0.49 $ 0.65 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholder s s Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 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. The Company has identified the United States as its only “major” tax jurisdiction. The tax provision for the period was not material. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 since 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	5 Months Ended
	Jun. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Units On May 6, 2021, Company consummated its IPO of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of The underwriters had a 45-day option The underwriters fully exercised the over-allotment option and, on May 11, 2021, the underwriters purchased 3,000,000 units generating net proceeds to the Company of approximately $29,400,000 in the aggregate after deducting the underwriter discount. Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s 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 elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 12 Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day share sub-divisions, share The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 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 determined by reference to the table as described under “Description of Securities – Warrants – Public Shareholders’ Warrants”, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsors or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances Newly Issued Price.

Private Placement

Private Placement	5 Months Ended
	Jun. 30, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Phoenix purchased an aggregate of 4,000,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. Simultaneously with the issuance and sale of the Units on May 11, 2021, the Company consummated the sale of Private Placement Warrants with the Sponsor and Phoenix of an aggregate of 400,000 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $600,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor, Phoenix or their respective permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor, Phoenix or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The Sponsor, Phoenix, and our officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (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 has not consummated an initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 27, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On May 11, 2021, the underwriters fully exercised the over-allotment option and purchased 3,000,000 units. As a result of the full exercise of the over-allotment option, the founder shares are no longer subject to forfeiture. With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor or Phoenix, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share any 30-trading day Promissory Note—Related Party The Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, As of June 30, 2021, $14,909 was outstanding under the promissory note. Related Party Loans In order to finance transaction costs in connection with an intended initial 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the prospectus, the Company has agreed to pay an affiliate of the Sponsor up to $10,000 per month for office space, utilities, salaries or other cash compensation paid to consultants to the Sponsor, secretarial and administrative support services provided to members of the management team and other expenses and obligations of the Sponsor. For the three month period ended June 30, 2021 and for the period from January 21, 2021 (inception) to June 30, 2021, the Company incurred $10,000 in administrative service fees and paid $10,000 to an affiliate of the Sponsor for those fees. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 6 — Recurring Fair Value Measurements At June 30, 2021, the Company’s warrant liability was valued at $10,888,620. Under the guidance in ASC 815-40 re-measurement re-measurement, The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s investment held in the Trust Account on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 U. S. Money Market funds 230,003,011 Public Warrants $ 6,900,000 $ — $ — Private Warrants $ — $ — $ 3,988,620 Measurement The Company established the initial fair value for the Warrants on May 6, 2021, the date of the consummation of the Company’s IPO. The company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Warrants. In June 2021, the Company’s Public Warrants began separately trading on the NASDAQ and consequently were reclassified to a Level 1 valuation. At June 30, 2021, the Company used a modified Black-Scholes model to value the Private Warrants. The key inputs into the Monte Carlo simulation and the modified Black-Scholes models were as follows at May 6, 2021 (inception) and June 30, 2021: Input May 6, 2021 June 30, 2021 Risk-free interest rate 1.13 % 1.10 % Expected term (years) 6.44 6.34 Expected volatility 24.4 % 17.1 % Exercise price $ 11.50 $ 11.50 The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Warrants classified as Level 3: Fair value at January 21, 2021 (inception) $ — Initial fair value on May 6, 2021 14,284,733 Initial value of Warrants issued on May 11, 2021 1,874,714 Public Warrants reclassified to level 1 (1) (6,900,000 ) Change in fair value (5,270,827 ) Fair Value at June 30, 2021 $ 3,988,620 (1) Assumes the Public Warrants were reclassified on June 30, 2021. Except for the transfer from Level 3 to Level 1 for the Public Warrants, there were no other transfers between Levels 1, 2 or 3 during the six months period ended June 30, 2021 .

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements without the consent of any shareholder or warrant holder. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriters Agreement The underwriters had a 45-day option option

Shareholders' Equity

Shareholders' Equity	5 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 8 — Shareholder s Preference shares— Class A Ordinary shares— Class B ordinary shares On May 11, 2021, the underwriters fully exercised the over-allotment option and purchased 3,000,000 units. As a result of the full exercise of the over-allotment option, the founder shares are no longer subject to forfeit. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, share sub-divisions, share than one-for-one basis.

Subsequent Events

Subsequent Events	5 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. 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)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 5, 2021, as well as the Company’s Current Report on Form 8-K,
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of ASC 34-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that were directly related to the IPO. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on May 11, 2021, (upon the underwriters exercising their over-allotment option), offering costs totaling $ (consisting of $ of underwriting fee, $ of deferred underwriting fee and $ of other offering costs) were recognized with $ which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other income/(expense) and $ included in shareholder s ’ equity.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2021, funds held in the Trust Account include $230,003,011 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the IPO (May 6, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
Warrant Instruments	Warrant Instruments The Company has accounted be re-measured at to re-evaluation at
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Net Income Per Ordinary Share	Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,066,667 shares of ordinary share in the aggregate. The Company’s condensed statement of operations include a presentation of income per Class A ordinary share subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable For the Three For the period Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption Interest income on marketable securities held in trust $ 3,011 $ 3,011 Less: interest available to be withdrawn for payment of taxes $ (3,011 ) $ (3,011 ) Net income allocable to Class A ordinary share subject to possible redemption $ — $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 20,710,027 6,871,077 Basic and diluted net income per share, redeemable ordinary share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net income $ 4,201,691 $ 4,199,091 Redeemable Net Earnings $ — $ — Non-redeemable $ 4,201,691 $ 4,199,091 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, ordinary share 8,515,272 6,475,798 Basic and diluted net income per share, ordinary share $ 0.49 $ 0.65
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholder s s
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 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 June 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. The Company has identified the United States as its only “major” tax jurisdiction. The tax provision for the period was not material. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting (“ASU 2020-06”), which ASU 2020-06 since 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)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For the Three For the period Class A Ordinary share subject to possible redemption Numerator: net income allocable to Class A ordinary share subject to possible redemption Interest income on marketable securities held in trust $ 3,011 $ 3,011 Less: interest available to be withdrawn for payment of taxes $ (3,011 ) $ (3,011 ) Net income allocable to Class A ordinary share subject to possible redemption $ — $ — Denominator: weighted average redeemable Class A ordinary share Redeemable Class A ordinary share, basic and diluted 20,710,027 6,871,077 Basic and diluted net income per share, redeemable ordinary share $ 0.00 $ 0.00 Non-Redeemable Numerator: Net Income minus Redeemable Net Earnings Net income $ 4,201,691 $ 4,199,091 Redeemable Net Earnings $ — $ — Non-redeemable $ 4,201,691 $ 4,199,091 Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, ordinary share 8,515,272 6,475,798 Basic and diluted net income per share, ordinary share $ 0.49 $ 0.65

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Summary of company's assets and liabilities that were measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 U. S. Money Market funds 230,003,011 Public Warrants $ 6,900,000 $ — $ — Private Warrants $ — $ — $ 3,988,620
Summary of key inputs into the modified Black-Scholes model	The key inputs into the Monte Carlo simulation and the modified Black-Scholes models were as follows at May 6, 2021 (inception) and June 30, 2021: Input May 6, 2021 June 30, 2021 Risk-free interest rate 1.13 % 1.10 % Expected term (years) 6.44 6.34 Expected volatility 24.4 % 17.1 % Exercise price $ 11.50 $ 11.50
Summary of reconciliation of changes in fair value liability	The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Warrants classified as Level 3: Fair value at January 21, 2021 (inception) $ — Initial fair value on May 6, 2021 14,284,733 Initial value of Warrants issued on May 11, 2021 1,874,714 Public Warrants reclassified to level 1 (1) (6,900,000 ) Change in fair value (5,270,827 ) Fair Value at June 30, 2021 $ 3,988,620 (1) Assumes the Public Warrants were reclassified on June 30, 2021.

Organization, Business Operat_2

Organization, Business Operation And Going Concern - Additional Information (Detail) - USD ($)	May 11, 2021	May 06, 2021	May 05, 2021	Jun. 30, 2021	Jun. 30, 2021
Proceeds from issuance of IPO					$ 225,400,000
Stock issued during period, value, new issues				$ 191,075,180
Assets held-in-trust, noncurrent		$ 230,000,000		230,003,011	230,003,011
Underwriting expense paid	$ 4,600,000
Deferred underwriting fee payable	8,050,000
Other offering cost	$ 462,968
Restricted investments term		185 days
Dissolution expense					100,000
Cash				763,262	763,262
Working capital (deficit)				746,702	746,702
Payments to acquire restricted investments					230,000,000
Due to related parties, current				14,909	14,909
Transaction costs				548,600	548,600
Net offering costs				12,564,368
Working Capital Loan [Member]
Debt instrument convertible into warrants				$ 1,500,000	$ 1,500,000
Debt instrument conversion price				$ 1.50	$ 1.50
Due to related parties, current				$ 0	$ 0
Minimum [Member]
Percentage of fair market value of target business to asset held in trust account				80.00%	80.00%
Net tangible assets required for consummation of business combination				$ 5,000,001	$ 5,000,001
Sponsor [Member]
Minimum public share price due to reductions in the value of the trust assets less taxes payable					$ 10
Private Placement Warrants [Member]
Class of warrants and rights issued during the period	400,000	4,000,000
Class of warrants and rights issued, price per warrant	$ 1.50	$ 1.50
Proceeds from issuance of private placement	$ 600,000	$ 6,000,000
Common Class A [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Minimum lock in period for transfer, assign or sell warrants after completion of IPO		30 days
Common Class A [Member] | Warrant [Member]
Stock conversion basis		one-third of one redeemable warrant
Shares issuable per warrant		1		1	1
Exercise price of warrant		$ 11.50		$ 11.50	$ 11.50
Public Shares [Member]
Share price				$ 10	$ 10
Percentage of public shares to be redeemed on non completion of business combination				100.00%	100.00%
Lock in period for redemption of public shares after closing of IPO					24 months
IPO [Member]
Assets held-in-trust, noncurrent				$ 230,000,000	$ 230,000,000
Transaction cost		$ 13,112,968
Underwriting expense paid		4,600,000
Deferred underwriting fee payable		8,050,000
Other offering cost		462,968
Payments to acquire restricted investments					$ 763,262
Transaction costs		548,600
Net offering costs		$ 12,564,368
IPO [Member] | Minimum [Member]
Share price				$ 10	$ 10
IPO [Member] | Common Class A [Member]
Stock issued during period, shares		20,000,000
Shares issued, price per share		$ 0.0001
Share price		$ 10
Proceeds from issuance of IPO		$ 200,000,000
IPO [Member] | Public Shares [Member]
Lock in period for redemption of public shares after closing of IPO					24 months
Over-Allotment Option [Member]
Stock issued during period, shares	3,000,000		3,000,000
Overallotment option vesting period			45 days
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, shares	3,000,000
Stock issued during period, value, new issues	$ 29,400,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	May 11, 2021	Jun. 30, 2021	May 06, 2021
Unrecognized tax benefits		$ 0
Accrued for interest and penalties		0
FDIC insured amount		250,000
Offering costs	$ 13,112,968
Underwriting expense paid	4,600,000
Deferred underwriting fee payable	8,050,000
Other offering cost	462,968
Offering costs associated with public and private warrant liabilities	548,600
Stock issue related cost	$ 12,564,368
Cash equivalents		$ 0
Class of warrants or rights issued during the period		12,066,667
Assets held in trust non current		$ 230,003,011	$ 230,000,000
Class of warrants or rights number of shares number of shares called for by the warrants or rights		12,066,667

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Numerator:
Interest income on marketable securities held in trust		$ 3,011	$ 3,011
Net income		4,201,691	4,199,091
Ordinary share subject to redemption		0	0
Non-redeemable net income	$ (2,600)	$ 4,201,691	$ 4,199,091
Denominator:
Basic and diluted weighted average shares outstanding		8,515,272	6,475,798
Basic and diluted net loss per share		$ 0.49	$ 0.65
Class A Ordinary share subject to possible redemption [Member]
Numerator:
Interest income on marketable securities held in trust		$ 3,011	$ 3,011
Less: interest available to be withdrawn for payment of taxes		(3,011)	(3,011)
Ordinary share subject to redemption		$ 0	$ 0
Denominator:
Basic and diluted weighted average shares outstanding		20,710,027	6,871,077
Basic and diluted net loss per share		$ 0	$ 0

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	May 11, 2021	May 06, 2021	May 05, 2021	Jun. 30, 2021
Proceeds from issuance of IPO				$ 225,400,000
Public Warrants [Member]
Exercise price of warrant				$ 11.50
Class of warrants or rights period after which exercising of the same can be done				15 days
After Closing Of Business Combination [Member] | Public Warrants [Member]
Class of warrants or rights period after which exercisable		30 days		30 days
Warrants and rights outstanding term		5 years
Class of warrants or rights period within which registration shall be effective				60 days
After Closing Of IPO [Member] | Public Warrants [Member]
Class of warrants or rights period after which exercisable		12 months		12 months
Common Class A [Member]
Sale of stock issue price per share				$ 9.20
Percentage of aggregate gross proceeds from business combination over total equity proceeds				60.00%
Number of trading days for determining volume weighted average share price				20 days
Volume weighted average share price				$ 9.20
Common Class A [Member] | Public Warrants [Member]
Shares issuable per warrant				0.361
Number of trading days after the date of notice for determining the fair market value of shares				10 days
Common Class A [Member] | Public Warrants [Member] | Share Price Equals Or Exceeds Dollar 18.00 [Member]
Class of warrants or rights redemption price per warrant				$ 0.01
Class of warrants redemption notice period				30 days
Share redemption trigger price				18
Class of warrant or right redemption threshold trading days				20 days
Class of warrant or right redemption threshold consecutive trading days				30 days
Percentage of exercise price of warrants over newly issued share price				115.00%
Common Class A [Member] | Public Warrants [Member] | Share Price Equals Or Exceeds Dollar 10.00 [Member]
Class of warrants or rights redemption price per warrant				$ 0.10
Class of warrants redemption notice period				30 days
Share redemption trigger price				10
Percentage of exercise price of warrants over newly issued share price				180.00%
Common Class A [Member] | Private Warrants [Member] | Share Price Equals Or Exceeds Dollar 18.00 [Member]
Share redemption trigger price				18
Common Class A [Member] | Warrant [Member]
Stock conversion basis		one-third of one redeemable warrant
Shares issuable per warrant		1		1
Exercise price of warrant		$ 11.50		$ 11.50
IPO [Member] | Common Class A [Member]
Stock issued during period, shares		20,000,000
Shares issued, price per share		$ 0.0001
Share price		$ 10
Proceeds from issuance of IPO		$ 200,000,000
Over-Allotment Option [Member]
Stock issued during period, shares	3,000,000		3,000,000
Overallotment option vesting period			45 days
Net proceeds from underwriters ,net of underwriting discount	$ 29,400,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, shares	3,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	May 11, 2021	May 06, 2021	Jun. 30, 2021
Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants and rights issued during the period	400,000	4,000,000
Class of warrants and rights issued, price per warrant	$ 1.50	$ 1.50
Proceeds from issuance of private placement	$ 600,000	$ 6,000,000
Public Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
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
Public Shares [Member] | IPO [Member]
Subsidiary or Equity Method Investee [Line Items]
Lock in period for redemption of public shares after closing of IPO			24 months
Common Class A [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Subsidiary or Equity Method Investee [Line Items]
Minimum lock in period for transfer, assign or sell warrants after completion of IPO		30 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	May 11, 2021	May 05, 2021	Jan. 27, 2021	Mar. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Stock issued during the period value issued for services				$ 25,000
Due to related parties current					$ 14,909
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	3,000,000	3,000,000
Number of sponsor shares forfeiture	0
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Administrative Service fee					10,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument convertible into warrants					$ 1,500,000
Debt instrument conversion price					$ 1.50
Due to related parties current					$ 0
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share					$ 0.0001
Common Class A [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	3,000,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share					$ 0.0001
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note face amount					$ 250,000
Promissory note payment terms					The promissory note was non-interest bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the IPO.
Maturity date					Dec. 31, 2021
Promissory note outstanding					$ 14,909
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction					10,000
Payments Of Service Fee To Affiliate					$ 10,000
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Share price					$ 12
Lock in period of founders shares					1 year
Common stock, transfers threshold trading days					20 days
Common stock, transfers threshold consecutive trading days					30 days
Period from business combination for which closing price of share is considered					150 days
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during the period value issued for services			$ 25,000
Share price			$ 0.004
Stock issued during period, shares, issued for services			5,750,000
Common stock, par or stated value per share			$ 0.0001
Common stock shares subject to forfeiture			750,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements - Additional Information (Detail)	Jun. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Derivative liabiities at fair value	$ 10,888,620

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Summary of company's assets and liabilities that were measured at fair value on a recurring basis (Detail)	Jun. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 10,888,620
Fair Value, Recurring [Member] | Level 1 | U. S. Money Market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	230,003,011
Fair Value, Recurring [Member] | Level 1 | Public Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	6,900,000
Fair Value, Recurring [Member] | Level 1 | Private Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0
Fair Value, Recurring [Member] | Level 2 | Public Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0
Fair Value, Recurring [Member] | Level 2 | Private Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0
Fair Value, Recurring [Member] | Level 3 | Public Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	0
Fair Value, Recurring [Member] | Level 3 | Private Warrants | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	$ 3,988,620

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Summary of key inputs into the modified Black-Scholes model (Detail)	Jun. 30, 2021yr	May 06, 2021yr
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.10	1.13
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	6.34	6.44
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	17.1	24.4
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements - Summary of reconciliation of changes in fair value liability (Detail) - Warrant [Member]	5 Months Ended
	Jun. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at January 21, 2021 (inception)	$ 0
Initial fair value on May 6, 2021	14,284,733
Initial value of Warrants issued on May 11, 2021	1,874,714
Public Warrants reclassified to level 1	(6,900,000)
Change in fair value	(5,270,827)
Fair Value at June 30, 2021	$ 3,988,620

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - Over-Allotment Option [Member] - shares	May 11, 2021	May 05, 2021
Overallotment option vesting period		45 days
Stock issued during period, shares	3,000,000	3,000,000

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail) - $ / shares	May 11, 2021	May 05, 2021	Jun. 30, 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 stock voting rights			one vote
Over-Allotment Option [Member]
Stock issued during period, shares	3,000,000	3,000,000
Percentage of ownership held by initial shareholders			20.00%
Common Class A [Member]
Common stock, par or stated value per share			$ 0.0001
Common stock, shares authorized			200,000,000
Common stock, shares, issued			2,289,973
Common stock, shares, outstanding			2,289,973
Common stock shares subject to possible redemption			20,710,027
Common stock, threshold percentage on conversion of shares			20.00%
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period, shares	3,000,000
Common Class B [Member]
Common stock, par or stated value per share			$ 0.0001
Common stock, shares authorized			20,000,000
Common stock, shares, issued			5,750,000
Common stock, shares, outstanding			5,750,000
Common Class B [Member] | Over-Allotment Option [Member]
Temporary equity, shares outstanding			750,000
Founder Shares [Member] | Over-Allotment Option [Member]
Shares issued, shares, share-based payment arrangement, forfeited	0
Founder Shares [Member] | Common Class A [Member]
Stock conversion basis			one-for-one