Tio Tech A (TIOA) 10-Q 22 Jun 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	2 Months Ended
	Mar. 31, 2021	Jun. 22, 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	TIO TECH A
Entity Central Index Key	0001846163
Entity File Number	001-40317
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Unter den Linden 21
Entity Address, Address Line Two	10117
Entity Address, City or Town	Berlin
Entity Address, Country	DE
Entity Address, Postal Zip Code	10117
City Area Code	49
Local Phone Number	30 2092 4040
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
Trading Symbol	TIOAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 par value
Trading Symbol	TIOA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	TIOAW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Mar. 31, 2021USD ($)
Assets
Deferred Offering Costs	$ 522,043
Total assets	522,043
Liabilities and Shareholders' Equity
Accounts payable and accrued expenses	413,157
Promissory note – related party	99,890
Total liabilities	513,047
Commitments and contingencies	0
Shareholders' equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	24,137
Accumulated deficit	(16,004)
Total shareholders' equity	8,996
Total liabilities and shareholders' equity	522,043
Common Class A [Member]
Shareholders' equity:
Common stock value	0
Common Class B [Member]
Shareholders' equity:
Common stock value	$ 863

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]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	200,000,000
Common stock shares issued	0
Common stock shares outstanding	0
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	8,625,000
Common stock shares outstanding	8,625,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	2 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 16,004
Net loss	$ (16,004)
Common Class B [Member]
Weighted average shares outstanding - Class B ordinary shares. | shares	8,625,000
Basic and diluted net income per ordinary share – Class B ordinary shares | $ / shares	$ 0

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 2 months ended Mar. 31, 2021 - USD ($)	Total	Ordinary Shares [Member]Common Class A [Member]	Ordinary Shares [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning Balance (In Shares) at Feb. 07, 2021		0	0
Beginning Balance at Feb. 07, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Issuance of Founder shares	25,000		$ 863	24,137
Issuance of Founder shares (In Shares)			8,625,000
Net loss	(16,004)				(16,004)
Ending Balance (In Shares) at Mar. 31, 2021		0	8,625,000
Ending balance at Mar. 31, 2021	$ 8,996	$ 0	$ 863	$ 24,137	$ (16,004)

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	2 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (16,004)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	16,004
Net cash used in operating activities	0
Net Change in Cash	0
Cash - Beginning	0
Cash - Ending	0
Supplemental Disclosure of Non-cash Financing Activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	8,996
Deferred offering costs paid by Sponsor under the promissory note	5,000
Deferred offering costs included in accrued offering costs and expenses	$ 508,046

Organization and Business Oppor

Organization and Business Opportunities	2 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Opportunities	Note 1 – Organization and Business Opportunities Organization and General Tio Tech A (the “Company”) was incorporated in the Cayman Islands on February 8, 2021. The Company was formed 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 is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not yet commenced any operations. All activity through March 31, 2021, relates to the Company’s formation. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2021. On April 12, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units”). On April 15, 2021, the underwriter exercised its over-allotment option in full and purchased an additional 4,500,000 Units, which purchase settled on April 16, 2021, at $10.00 per Unit, generating aggregate gross proceeds of $345,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-third Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,083,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Lindentor 1055. V V GmbH (to be renamed “Tio Tech SPAC Holdings GmbH”), a German limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is discussed in Note 4. Transaction costs of the Initial Public Offering amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs. Following consummation of the Initial Public Offering on April 12, 2021 and the settlement of the full exercise of the over-allotment on April 15, 2021, an aggregate of $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (the “Trust Account”) and invested in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940. The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	2 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 financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding In addition, Section 102(b)(1) of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statements in conformity with US 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 As of March 31, 2021, the Company had no cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of March 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements . The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants As of March 31, 2021, no warrants had been issued. 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”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash Financial Accounting Standards Board (“FASB”) ASC 470-20, Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements .

Initial Public Offering

Initial Public Offering	2 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On April 12, 2021, the Company consummated an initial public offering (the “Initial Public Offering”) of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300 million. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of

Private Placement

Private Placement	2 Months Ended
	Mar. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,083,333 Private Placement Warrants at a price of $1.50 per warrant ($7,625,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

Warrants

Warrants	2 Months Ended
	Mar. 31, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 5 — Warrants The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. 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 initial shareholders 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 represent more than 60% of the total equity proceeds, plus 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 Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the 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 or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • 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 (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading In addition, once the warrants become exercisable, the Company may call the warrants for redemption: • 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company does not complete the initial 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. The Company has accounted for the 15,083,333 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815-40. The warrant agreement contains an Alternative Issuance provision that if less than 70 ten-trading The guidance contained in ASC 815-40 provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrantholders (but not all shareholders) in the event of a tender offer. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement re-measurement,

Related Party Transactions

Related Party Transactions	2 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On February 10, 2021, the Company issued 8,625,000 Founder Shares for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. On April 15, 2021, the underwriter’s over-allotment option was exercised in full and the Founder Shares are no longer subject to forfeiture. The Sponsor and the Anchor Investors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Anchor Investor Agreements The Company’s Anchor Investors purchased an aggregate of $23,000,000 of units in our Initial Public Offering. On February 18, 2021, the Company, our Sponsor and the Anchor Investors entered into agreements (the “anchor investor agreements”), pursuant to which upon consummation of our initial business combination, our sponsor will grant an aggregate of 255,555 of the Founder Shares it holds at the time of the initial Business Combination to our Anchor Investors for no additional consideration. Our Anchor Investors have agreed that if they beneficially hold less than the required number of shares per the anchor investor agreements upon consummation of our initial Business Combination, then they will not be granted any Founder Shares in connection with their expression of interest. In addition, in the event that our anchor investors purchase units (either in the Initial Public Offering or after) and vote their public shares in favor of our initial Business Combination, it is possible that no votes from our public stockholders would be required to approve our initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction. Promissory Note — Related Party On February 9, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non $99,890 under the note. The Note is payable on demand. On May 12, 2021, the Company repaid the Note in full. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s 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 would repay the Working Capital Loans. 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. 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 $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of March 31, 2021, the Company had no borrowings under any Working Capital Loans. Services Agreement Commencing on the consummation of the Offering, the Company has agreed to pay the Sponsor a total of $15,000 per month from funds held outside the trust account for up to 24 months, which will be paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. The Sponsor or certain of its shareholders will also pay $35,000 per month to our affiliate investment advisor for up to 24 months and will pay a fee of $1,500,000 less the amounts previously paid by the Company or the Sponsor (or certain of its shareholders), in the event of a successful business combination. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments and Contingencies

Commitments and Contingencies	2 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed at the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders will 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. Underwriting Agreement The Company granted the underwriter a 45-day The underwriter received an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate upon the closing of the Initial Public Offering and the settlement of the over-allotment option. In addition, $0.35 per unit, or approximately $9.45 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. The underwriter did not receive any underwriting discounts or commissions on an aggregate of $75,000,000 of units purchased by the Anchor Investors or other investors that expressed to us an interest to purchase units in this offering.

Shareholders' Equity

Shareholders' Equity	2 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares

Subsequent Events

Subsequent Events	2 Months Ended
	Mar. 31, 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. Based upon this review, and except as noted below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On April 12, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,083,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. On April 15, 2021, the underwriter exercised the over-allotment option in full and purchased an additional 4,500,000 Over-Allotment Units, which purchase settled on April 16, 2021, generating an aggregate of gross proceeds of $45,000,000 and incurring $900,000 in cash underwriting fees. Transaction costs of the IPO and the over-allotment amounted to $15,383,343 consisting of $5,400,000 of underwriting discount, $9,450,000 of deferred underwriting discount, and $533,343 of other offering costs. Following the closing of the IPO on April 12, 2021 and the settlement of the over-allotment option on April 16, 2021, $345,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

Summary Of Significant Accoun_2

Summary Of Significant Accounting Policies (Policies)	2 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding In addition, Section 102(b)(1) of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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 As of March 31, 2021, the Company had no cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
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 Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements . The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Warrants	Warrants As of March 31, 2021, no warrants had been issued. 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”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash Financial Accounting Standards Board (“FASB”) ASC 470-20,
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements .

Organization and Business Opp_2

Organization and Business Opportunities - Additional Information (Details) - Subsequent Event [Member] - USD ($)	Apr. 15, 2021	Apr. 12, 2021
Other offering costs		$ 533,343
Payment made towards restricted investments	$ 345,000,000
Term of restricted investments	185 days
Percentage of the fair value of assets in the trust account of the prospective acquiree excluding deferred underwriting commission and discount		80.00%
Equity method investment ownership percentage		50.00%
Estimated expenses payable on dissolution		$ 100,000
Minimum [Member]
Temporary equity redemption price per share		$ 10
IPO [Member]
Adjustments to additional paid in capital stock issuance costs		$ 15,383,343
Underwriting discount		5,400,000
Deferred underwriting discount		9,450,000
Other offering costs		$ 533,343
Private Placement [Member]
Class of warrants or rights issue of warrants during the period		5,083,333
Class of warrants or rights issue price per share		$ 1.50
Proceeds from Issuance of warrants		$ 7,000,000
Common Class A [Member] | Public warrants [Member]
Share price	$ 11.50
Common Class A [Member] | IPO [Member]
Stock shares issued during the period shares		30,000,000
Sale of stock issue price per share	$ 10
Proceeds from initial public offering	$ 345,000,000	$ 300,000,000
Payment made towards restricted investments		$ 345,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares	4,500,000	4,500,000
Proceeds from initial public offering	$ 45,000,000

Summary Of Significant Accoun_3

Summary Of Significant Accounting Policies - Additional Information (Details)	2 Months Ended
	Mar. 31, 2021USD ($)
Accounting Policies [Abstract]
Debt Conversion Converted Instrument Term	12 months
Unrecognized Tax Benefits	$ 0
Accrued for interest and penalties	0
FDIC Insured Amount	250,000
Cash Equivalents	0
Cash	$ 0

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021	Mar. 31, 2021
Public warrants [Member]
Exercise price of warrant			$ 11.50
Common Class A [Member]
Common stock par or stated value per share			$ 0.0001
Common Class A [Member] | Subsequent Event [Member]
Stock Conversion Basis		Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”)
Common Class A [Member] | Public warrants [Member] | Subsequent Event [Member]
Exercise price of warrant		$ 11.50
Shares issuable per warrant		1
Common Class A [Member] | IPO [Member] | Subsequent Event [Member]
Stock Issued During Period Shares		30,000,000
Share Issue Price		$ 10
Proceeds From Issuance Of IPO	$ 345,000,000	$ 300,000,000
Common stock par or stated value per share		$ 0.0001

Private Placement - Additional

Private Placement - Additional Information (Details) - Private placement warrants [Member] - Subsequent Event [Member]	Apr. 12, 2021USD ($)$ / sharesshares
Private Placement [Line Items]
Class of warrants and rights issued during the period | shares	5,083,333
Class of warrants and rights issued, price per warrant | $ / shares	$ 1.50
Proceeds from Issuance of warrants | $	$ 7,625,000
Common Class A [Member]
Private Placement [Line Items]
Shares issuable per warrant | shares	1
Exercise Price of Warrants or Rights | $ / shares	$ 11.50

Warrants - Additional Informati

Warrants - Additional Information (Details)	2 Months Ended
	Mar. 31, 2021$ / sharesshares
Warrants Exercisable Term From The Date Of Completion Of Business Combination	30 days
Warrants Exercisable Term From The Closing Of IPO	12 months
Minimum lock In period For SEC Registration From Date Of Business Combination	15 days
Warrants and Rights Outstanding, Term	5 years
Number of warrants or rights outstanding | shares	15,083,333
Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]
Share Redemption Trigger Price	$ 10
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Share Redemption Trigger Price	$ 18
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	180.00%
Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value	115.00%
Public warrants [Member]
Exercise Price of Warrants or Rights	$ 11.50
Common Class A [Member]
Minimum lock In period For SEC Registration From Date Of Business Combination	30 days
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member]
Exercise Price of Warrants or Rights	$ 9.20
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	10 days
Common Class A [Member] | Redemption of warrants [Member]
Class of warrants, redemption notice period	10 days
Common Stock, Convertible, Conversion Price, Increase	$ 0.361
Common Class A [Member] | Private placement warrants [Member] | Share Price Equal or Less than Eighteen Rupees per dollar [Member]
Share Price	$ 18
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Ten point Zero Rupees per dollar [Member]
Class of warrants, redemption price per unit	$ 0.10
Class of warrants, redemption notice period	30 days
Share Price	$ 10
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days
Common Class A [Member] | Public warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member]
Class of warrants, redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share Price	$ 18
Number of trading days for determining share price	30 days

Related party transactions - Ad

Related party transactions - Additional Information (Details) - USD ($)	Feb. 18, 2021	Feb. 10, 2021	Mar. 31, 2021	Feb. 09, 2021
Stock shares issued during the period for services value			$ 25,000
Due to Related Parties			99,890
Anchor Investment Agreement [Member]
Shares to be transferred	255,555
IPO [Member] | Anchor Investors [Member]
Stock issued during period	$ 23,000,000
Working Capital Loan [Member]
Debt Instrument Convertible Into Warrants			$ 1,500,000
Debt Instrument Conversion Price			$ 1.50
Due to Related Parties Current			$ 0
Sponsor [Member] | Promissory Note [Member]
Debt face amount				$ 300,000
Debt Instrument Interest Rate				0.00%
Due to Related Parties			$ 99,890
Debt Instrument, Maturity Date			Mar. 31, 2021
Sponsor [Member] | Services Agreement [Member]
Related Party Transaction, Amounts of Transaction			$ 15,000
Affiliate investment advisor [Member] | Services Agreement [Member]
Related Party Transaction, Amounts of Transaction			$ 35,000
Related party service agreement term of contract			24 months
Affiliate investment advisor [Member] | Services Agreement [Member] | Minimum [Member]
Due to Related Parties			$ 1,500,000
Common Class F [Member] | Founder Shares [Member] | Sponsor [Member]
Stock shares issued during the period for services value		$ 8,625,000
Stock shares issued during the period for services Shares		25,000
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member]
Share transfer, trigger price price per share			$ 12
Number of consecutive trading days for determining share price			30 days
Number of trading days for determining share price			20 days
Threshold number of trading days for determining share price from date of business combination			150 days
Common Class A [Member] | Founder Shares [Member]
Temporary equity shares outstanding		1,125,000

Commitments and contingencies -

Commitments and contingencies - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021
Underwriting Expense Paid	$ 900,000
Subsequent Event [Member]
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions noncurrent		$ 9,450,000
Subsequent Event [Member] | Anchor Investors [Member]
Underwriting commissions not received		75,000,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Underwriting Expense Paid		$ 5,400,000
Underwriting discount paid per unit		$ 0.20
Common Class A [Member] | Over-Allotment Option [Member] | Subsequent Event [Member]
Overallotment option vesting period		45 days
Stock shares issued during the period	4,500,000	4,500,000

Shareholders' equity - Addition

Shareholders' equity - Additional Information (Details)	Mar. 31, 2021$ / sharesshares
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock shares authorized	200,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	0
Common stock shares outstanding	0
Common Class B [Member]
Common stock shares authorized	20,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	8,625,000
Common stock shares outstanding	8,625,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)	Apr. 15, 2021	Apr. 12, 2021
Subsequent Event [Line Items]
Payments for Underwriting Expense	$ 900,000
Restricted investments term		185 days
Subsequent Event [Member]
Subsequent Event [Line Items]
Offering costs		$ 15,383,343
Expense related to distribution or servicing and underwriting fees		5,400,000
Deferred underwriting commissions noncurrent		9,450,000
Other offering costs		$ 533,343
Payments to Acquire Trust Assets	$ 345,000,000
Percentage of public shares to be redeemed on non completion of business combination		100.00%
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Payments for Underwriting Expense		$ 5,400,000
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Other offering costs		$ 533,343
Subsequent Event [Member] | Private placement warrants [Member]
Subsequent Event [Line Items]
Class of warrants and rights issued during the period		5,083,333
Class of warrants and rights issued, price per warrant		$ 1.50
Subsequent Event [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Stock Issued During Period Shares	4,500,000	4,500,000
Proceeds From Issuance Of IPO	$ 45,000,000
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Subsequent Event [Line Items]
Stock Issued During Period Shares		30,000,000
Proceeds From Issuance Of IPO	$ 345,000,000	$ 300,000,000
Payments to Acquire Trust Assets		$ 345,000,000
Share Issue Price		$ 10