0001193125-21-171197 | 10-Q | XBRL Viewer | VPC Impact Acquisition Holdings III INC

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 24, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	VPC IMPACT ACQUISITION HOLDINGS III, INC.
Entity Central Index Key	0001841408
Entity Tax Identification Number	86-1481509
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity File Number	001-40161
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Victory Park Capital Advisors, LLC
Entity Address, Address Line Two	150 North Riverside Plaza
Entity Address, Address Line Three	Suite 5200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	701-1777
Document Transition Report	false
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	VPCC.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	VPCC WS
Security Exchange Name	NYSE
Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001
Trading Symbol	VPCC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		25,376,598
Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,344,150

Condensed Balance Sheet

Mar. 31, 2021

USD ($)

Current Assets

Cash

$ 866,232

Prepaid expenses

1,253,606

Total Current Assets

2,119,838

Marketable securities held in Trust Account

253,769,670

Total Assets

255,889,508

Current Liabilities

Accrued expenses

78,521

Accrued offering costs

5,000

Total Current Liabilities

83,521

Warrant Liability

18,910,569

Deferred underwriting fee payable

8,881,809

Total Liabilities

27,875,899

Commitments

Class A common stock subject to possible redemption 22,301,360 shares at redemption value of $10.00 per share

223,013,600

Stockholders' Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid in capital

6,649,473

Accumulated deficit

(1,650,406)

Total Stockholders' Equity

5,000,009

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

255,889,508

Class A [Member]

Stockholders' Equity

Common Stock

308

Class B [Member]

Stockholders' Equity

Common Stock

$ 634

^[1]

[1]

In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option on March 9, 2021, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at March 31, 2021.

Condensed Balance Sheet (Parenthetical)	3 Months Ended
Condensed Balance Sheet (Parenthetical)	Mar. 31, 2021 $ / shares shares
Temporary Equity, Shares Authorized	22,301,360
Temporary Equity, Par Value \| $ / shares	$ 10.00
Preferred Stock, Par Value \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Common Stock, Par Value \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	3,075,238
Common Stock, Shares, Outstanding	3,075,238
Common Stock Subject To Possible Redemption	22,301,360
Class B [Member]
Common Stock, Par Value \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150
Class B [Member] \| Founder Shares [Member]
Common Stock, Shares, Outstanding	6,344,150
Forfeiture of Founder Shares, Shares	126,600
Common stock shares not subject to forfeiture	719,150

Condensed Statement of Operations

3 Months Ended

Mar. 31, 2021

USD ($)

$ / shares

Formation and operational costs

$ 134,242

Loss from operations

(134,242)

Other income (expense):

Changes in fair value of warrant liability

(919,284)

Transaction costs allocated to warrant liabilities

(600,571)

Interest earned on marketable securities held in Trust Account

3,691

Other income (expense), net

(1,516,164)

Net Loss

(1,650,406)

Class A [Member]

Other income (expense):

Interest earned on marketable securities held in Trust Account

$ 3,691

Weighted average shares outstanding | shares

25,376,598

Basic and diluted net income (loss) per share | $ / shares

$ 0

Class B [Member]

Loss from operations

$ (1,650,406)

Other income (expense):

Net Loss

$ (1,650,406)

Weighted average shares outstanding | shares

5,851,019

^[1]

Basic and diluted net income (loss) per share | $ / shares

$ (0.28)

[1]

In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining overallotment option on March 9, 2021, 126,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares outstanding at March 31, 2021. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. If forfeited, they have been excluded from the calculation of weighted average shares outstanding.

Condensed Statement of Operations (Parenthetical) - Common Class B [Member] - shares	3 Months Ended
	Mar. 31, 2021	Jan. 22, 2021
Common Stock, Shares, Outstanding	6,344,150
Founder Shares [Member]
Forfeiture of Founder Shares, Shares	126,600
Common stock shares not subject to forfeiture	719,150
Common Stock, Shares, Outstanding	6,344,150	6,408,750

Condensed Statement of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Class B [Member]	Common Stock [Member] Class A [Member]	Common Stock [Member] Class B [Member]	Additional Paid in Capital	Accumulated Deficit
Beginning balance at Jan. 13, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Beginning balance, Shares at Jan. 13, 2021			0	0
Issuance of Class B common stock to Sponsor	25,000			$ 647	24,353
Issuance of Class B common stock to Sponsor, Shares				6,468,750
Sale of 25,376,598 Units, net of underwriting discounts, fair value of public warrants and offering expenses	229,639,015		$ 2,538		229,636,477
Sale of 25,376,598 Units, net of underwriting discounts, fair value of public warrants and offering expenses, Shares			25,376,598
Forfeiture of Founder Shares				$ (13)	13
Forfeiture of Founder Shares, Shares				(124,600)
Common stock subject to possible redemption	(223,013,600)		$ (2,230)		(223,011,370)
Common stock subject to possible redemption, Shares			(22,301,360)
Net loss	(1,650,406)	$ (1,650,406)			0	(1,650,406)
Ending balance at Mar. 31, 2021	$ 5,000,009		$ 308	$ 634	$ 6,649,473	$ (1,650,406)
Ending balance, Shares at Mar. 31, 2021			3,075,238	6,344,150

Condensed Statement Of Changes In Shareholders Equity (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2021	Jan. 22, 2021
Common Class B [Member]
Common Stock, Shares, Outstanding	6,344,150
Common Class B [Member] \| Ordinary Shares [Member]
Forfeiture of Founder Shares, Shares	(124,600)
Common Class A [Member]
Common Stock, Shares, Outstanding	3,075,238
Common Class A [Member] \| Ordinary Shares [Member]
Number of units sold	25,376,598
Founder Shares [Member] \| Common Class B [Member]
Forfeiture of Founder Shares, Shares	126,600
Common stock shares not subject to forfeiture	719,150
Common Stock, Shares, Outstanding	6,344,150	6,408,750

Condensed Statement of Cash Flows	3 Months Ended
Condensed Statement of Cash Flows	Mar. 31, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,650,406)
Interest earned on marketable securities held in Trust Account	(3,691)
Changes in fair value of warrant liability	(919,284)
Transaction costs allocated to warrant liabilities	600,571
Changes in operating assets and liabilities:
Prepaid expenses	(1,253,606)
Accrued expenses	78,521
Net cash used in operating activities	(1,309,326)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(253,765,980)
Net cash used in investing activities	(253,765,980)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	248,690,660
Proceeds from sale of Private Placements Warrants	7,650,320
Repayment of promissory note - related party	(88,142)
Payment of offering costs	(311,300)
Net cash provided by financing activities	255,941,538
Net Change in Cash	866,232
Cash - Beginning of period	0
Cash – End of period	866,232
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	5,000
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Offering costs paid through promissory note	88,142
Initial classification of Class A common stock subject to possible redemption	222,685,780
Change in value of Class A common stock subject to possible redemption	327,820
Deferred underwriting fee payable	$ 8,881,809

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

VPC Impact Acquisition Holdings III, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 14, 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 sector 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 commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating income

in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,376,598 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,100,214 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), generating gross proceeds of $7,650,321, which is described in Note 4.

Transaction costs amounted to $14,386,571, consisting of $5,075,320 of underwriting fees, $8,881,809 of deferred underwriting fees and $429,442 of other offering costs. In addition, cash of $841,232 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on March 9, 2021, an amount of $253,765,980 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested only 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

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) 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 voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Company’s outstanding shares of Class A common stock (the “Public Stockholders”), par value $0.0001 per share, 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The

per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by March 9, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Public Accounting Firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements 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

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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 March 8, 2021. The interim results for March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $13,786,001

were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $600,570 of the offering costs were related to the warrant liabilities and charged to the statement of operations.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9).

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, 22,301,360 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of March 31, 2021.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company 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 the interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis as of March 31, 2021.

Net Loss per Common Share

Net income loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants to purchase 11,444,364 Class A ordinary share issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

method of loss per share. Net loss per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and Class B

non-redeemable

common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B

non-redeemable

common stock outstanding for the period. Class A and Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income	$	3,691
Income and Franchise Tax		(3,691	)

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted		25,376,598
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—
Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings Net Loss	$	(1,650,406	)
Redeemable Net Earnings		—

Non-Redeemable Net Loss	$	(1,650,406	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		5,851,019
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.28	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers 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.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in 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.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Restatement of Previously Issued Financial Statement

3 Months Ended

Mar. 31, 2021

Restatement [Abstract]

Restatement of Previously Issued Financial Statement

NOTE 2A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of Class A common stock included in the Units.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as

re-evaluate

the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.


	As Previously Reported			Restatement			As Restated
Balance sheet as of March 9, 2021 (audited)
Total Liabilities	$	8,887,413		$	19,368,344		$	28,255,757
Class A Common Stock Subject to Possible Redemption		242,054,120			(19,368,340	)		222,685,780
Class A Common Stock		117			1 9 4			311
Additional Paid-in Capital		4,999,858			1,977, 4 35			6,977,293
Accumulated Deficit		(602	)		( 1,977,629	)		( 1,978,231	)
Number of Class A Common Stock Subject to Possible Redemption		24,205,412			(1,936,834	)		22,268,578

Initial Public offering

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Initial Public Offering

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,376,598 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,876,598 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and

one-fourth

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Private Placement

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,100,214 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $7,650,321 in the aggregate, which includes the partial exercise by the underwriters of their over-allotment options in the amount of 2,876,598 Units, at $10.00 per Unit, generating gross proceeds of $253,765,980. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 shares of Class B common stock (the “Founder Shares”). On January 22, 2021, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s board of directors, resulting in the Sponsor holding 6,408,750 Founder Shares. The Founder Shares included an aggregate of up to 843,750 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 124,600 Founder Shares were forfeited and 719,150 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 6,344,150 Founder Shares issued and outstanding.

The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 10 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Promissory Note — Related Party

On January 14, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest bearing

and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $88,142 was repaid at the closing of the Initial Public Offering on March 9, 2021.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 14, 2021 (inception) through March 31, 2021, the Company incurred $10,000 in fees for these services, which is included in accrued expenses in the accompanying balance sheet.

Related Party 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 out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Commitments

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE 6. COMMITMENTS

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,881,809 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders' equity

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

— The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At March 31, 2021, there were 3,075,238 shares of Class A common stock issued and outstanding, excluding 22,301,360 shares of Class A common stock subject to possible redemption.

Class

B Common Stock

—

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At March 31, 2021, there were 6,344,150 shares of Class B common stock issued and outstanding.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

Warrant Liability

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Warrant Liability

NOTE 8. WARRANT LIABILITY

As of March 31, 2021, there are 6,344,150 Public Warrants outstanding and 5,100,214 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of

(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public 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 its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 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 Company’s shares of Class A common stock 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 its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants when the price per share of Class

A common stock equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

•

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 closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period.

Redemption of warrants for when the price per share of Class

A common stock 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 an agreed table based on the redemption date and the “fair market value” (as defined below) of the Class A common stock; and

•

if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends notice of redemption to the warrant holders.

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. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders 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, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

As of March 31, 2021, there were 5,100,214 Private Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

At March 31, 2021, assets held in the Trust Account were comprised of $253,769,670 in money market funds which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company withdrew no interest earned on the Trust.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	March 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	253,769,670

Liabilities:
Warrant liability – Public Warrants	1	$	10,087,199
Warrant liability – Private Placement Warrants	3	$	8,823,370

As of March 31, 2021, the carrying values of prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of the instruments.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the three months ended March 31, 2021.

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Pri

ate Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows:


	January 12, 2021 (Initial Measurement)						March 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	9.47
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		26.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00			0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.34	%

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement(1)			Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—		$	—		$	—
Initial measurement on March 9, 2021		9,027,379			10,340,965			19,368,344
Change in valuation inputs or other assumptions		(204,009	)		(253,766	)		(457,775	)

Fair value as of March 31, 2021	$	8,823,370		$	10,087,199		$	18,910,569

(1)

As a result of the difference in fair value of $1.77 per share of the Private Placement warrants and the purchase of $1.50 per share (see Note 5), the Company recorded a charge of $1.4 million as of the date of the Pr

vate Placement which is included in the private placement liability initial measurement within this table but is reported as part of the change in fair value of the warrant liability in the statement of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described in Note 2A, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Offering Costs

Warrant Liability

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9).

Class A Common Stock Subject to Possible Redemption

Income Taxes

Net Loss per Common Share

The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

common stock outstanding for the period. Class A and Class B

non-redeemable

common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income	$	3,691
Income and Franchise Tax		(3,691	)

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted		25,376,598
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—
Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings Net Loss	$	(1,650,406	)
Redeemable Net Earnings		—

Non-Redeemable Net Loss	$	(1,650,406	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		5,851,019
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.28	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

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.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

would have on its financial position, results of operations or cash flows.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic And Diluted

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the Period from January 14, 2021 (Inception) Through March 31, 2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income	$	3,691
Income and Franchise Tax		(3,691	)

Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted		25,376,598
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—
Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings Net Loss	$	(1,650,406	)
Redeemable Net Earnings		—

Non-Redeemable Net Loss	$	(1,650,406	)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		5,851,019
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.28	)

Restatement of Previously Issued Financial Statement (Tables)

3 Months Ended

Mar. 31, 2021

Restatement [Abstract]

Summary of Restatement of Balance Sheet


	As Previously Reported			Restatement			As Restated
Balance sheet as of March 9, 2021 (audited)
Total Liabilities	$	8,887,413		$	19,368,344		$	28,255,757
Class A Common Stock Subject to Possible Redemption		242,054,120			(19,368,340	)		222,685,780
Class A Common Stock		117			1 9 4			311
Additional Paid-in Capital		4,999,858			1,977, 4 35			6,977,293
Accumulated Deficit		(602	)		( 1,977,629	)		( 1,978,231	)
Number of Class A Common Stock Subject to Possible Redemption		24,205,412			(1,936,834	)		22,268,578

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Fair Value, Assets Measured on Recurring Basis


Description	Level	March 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	253,769,670

Liabilities:
Warrant liability – Public Warrants	1	$	10,087,199
Warrant liability – Private Placement Warrants	3	$	8,823,370

Summary of public warrants and the black-scholes-merton model

The key inputs into the Monte Carlo simulation model Public Warrants and the Black-Scholes-Merton model for the Private Placement Warrants were as follows:


	January 12, 2021 (Initial Measurement)						March 31, 2021
Input	Public Warrants			Private Warrants			Private Warrants
Stock Price	$	10.00		$	9.59		$	9.47
Exercise Price	$	11.50		$	11.50		$	11.50
Volatility		26.9	%		26.0	%		26.0	%
Term (years)		5.00			5.00			5.00
Dividend Yield		0.00			0.00	%		0.00	%
Risk Free Rate		1.21	%		1.21	%		1.34	%

Summary of changes in fair value of the warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement(1)			Public			Warrant Liabilities
Fair value as of January 14, 2021 (inception)	$	—		$	—		$	—
Initial measurement on March 9, 2021		9,027,379			10,340,965			19,368,344
Change in valuation inputs or other assumptions		(204,009	)		(253,766	)		(457,775	)

Fair value as of March 31, 2021	$	8,823,370		$	10,087,199		$	18,910,569

(1)

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 09, 2021	Mar. 31, 2021	Jan. 13, 2021
Number of units issued		$ 229,639,015
Proceeds from warrants issued		$ 7,650,320
Stock issued, transaction costs	$ 14,386,571
Underwriting fees	5,075,320
Deferred underwriting fees	8,881,809
Other offering costs	429,442
Percentage Of Assets Held in Trust Account		80.00%
Percent Of Shares Restricted For Redemption		15.00%
Minimum Net Tangible Assets Required For Business Combination		$ 5,000,001
Percent of Shares Redeemable		100.00%
Interest On Dissolution Expenses		$ 100,000
Cash	841,232	$ 866,232	$ 0
Common Class A [Member]
Common stock, par value		$ 0.0001
Trust Account member [Member]
Share Price		$ 10.00
Minimum [Member]
Equity Method Investment, Ownership Percentage		50.00%
Share Price		$ 10.00
Minimum [Member] \| Trust Account member [Member]
Share Price		$ 10.00
IPO [Member]
Number of units issued	25,376,598	$ 25,376,598
Gross proceeds from units issued	$ 253,765,980
Shares issued, price per share	$ 10.00
Private Placement Warrants [Member]
Number of warrants issued	5,100,214
Number of warrants issued, price per share	$ 1.50
Proceeds from warrants issued	$ 7,650,321
Over-Allotment Option [Member]
Number of units issued	$ 2,876,598	$ 2,876,598
Shares issued, price per share		$ 10.00

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) shares
Cash equivalents	$ 0
Offering costs charged to equity	13,786,001
Unrecognized Tax Benefits	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
FDIC Insured Amount	250,000
Transaction costs allocable to warrant liabilities	$ 600,570
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares	11,444,364

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic And Diluted (Detail)

3 Months Ended

Mar. 31, 2021

USD ($)

$ / shares

Numerator: Earnings allocable to Redeemable Class A Common Stock

Interest Income

$ 3,691

Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss

Net Income (Loss)

(1,650,406)

Non-Redeemable Net Loss

(134,242)

Common Class A [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Interest Income

3,691

Income and Franchise Tax

(3,691)

Net Earnings

$ 0

Denominator: Weighted Average Redeemable Class A Common Stock

Redeemable Class A Common Stock, Basic and Diluted | shares

25,376,598

Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares

$ 0

Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss

Redeemable Net Earnings

$ 0

Denominator: Weighted Average Non-Redeemable Class A and B Common Stock

Non-Redeemable Class B Common Stock, Basic and Diluted | shares

25,376,598

Loss/Basic and Diluted Non-Redeemable Class B Common Stock | $ / shares

$ 0

Common Class B [Member]

Numerator: Earnings allocable to Redeemable Class A Common Stock

Net Earnings

$ 0

Denominator: Weighted Average Redeemable Class A Common Stock

Redeemable Class A Common Stock, Basic and Diluted | shares

5,851,019

^[1]

Earnings/Basic and Diluted Redeemable Class A Common Stock | $ / shares

$ (0.28)

Numerator: Net Loss minus Redeemable Net Earnings Net LossNumerator: Net Loss minus Redeemable Net Earnings Net Loss

Net Income (Loss)

$ (1,650,406)

Redeemable Net Earnings

Non-Redeemable Net Loss

$ (1,650,406)

Denominator: Weighted Average Non-Redeemable Class A and B Common Stock

Non-Redeemable Class B Common Stock, Basic and Diluted | shares

5,851,019

^[1]

Loss/Basic and Diluted Non-Redeemable Class B Common Stock | $ / shares

$ (0.28)

[1]

Restatement of Previously Issued Financial Statement - Additional Information (Detail)	1 Months Ended
	Mar. 31, 2021
Restatement [Abstract]
Percentage of minimum acceptance of stock by holders to accept tender offer	50.00%

Restatement of Previously Issued Financial Statement - Summary of Restatement of Balance Sheet (Detail) - USD ($)	Mar. 31, 2021	Mar. 09, 2021
Restatement [Line Items]
Total Liabilities	$ 27,875,899	$ 28,255,757
Class A Common Stock Subject to Possible Redemption	223,013,600	222,685,780
Additional Paid-in Capital	6,649,473	6,977,293
Accumulated Deficit	(1,650,406)	(1,978,231)
Class A [Member]
Restatement [Line Items]
Class A Common Stock	$ 308	$ 311
Number of Class A Common Stock Subject to Possible Redemption	22,301,360	22,268,578
As Previously Reported [Member]
Restatement [Line Items]
Total Liabilities		$ 8,887,413
Class A Common Stock Subject to Possible Redemption		242,054,120
Additional Paid-in Capital		4,999,858
Accumulated Deficit		(602)
As Previously Reported [Member] \| Class A [Member]
Restatement [Line Items]
Class A Common Stock		$ 117
Number of Class A Common Stock Subject to Possible Redemption		24,205,412
Restatement
Restatement [Line Items]
Total Liabilities		$ 19,368,344
Class A Common Stock Subject to Possible Redemption		(19,368,340)
Additional Paid-in Capital		1,977,435
Accumulated Deficit		(1,977,629)
Restatement \| Class A [Member]
Restatement [Line Items]
Class A Common Stock		$ 194
Number of Class A Common Stock Subject to Possible Redemption		(1,936,834)

Initial Public offering - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 09, 2021	Mar. 31, 2021
Disclosure Of Initial Public Offer [Line Items]
Number of units issued		$ 229,639,015
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrants		$ 11.50
Number Of Securities Called By Each Warrant Or Right		1
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 25,376,598	$ 25,376,598
Shares issued, price per share	$ 10.00
Over-Allotment Option [Member]
Disclosure Of Initial Public Offer [Line Items]
Number of units issued	$ 2,876,598	$ 2,876,598
Shares issued, price per share		$ 10.00

Private Placement - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 09, 2021	Mar. 31, 2021
Private Placement [Line Items]
Sale of stock,price per share		$ 9.20
Private Placement Warrants [Member]
Private Placement [Line Items]
Exercise price of warrants		$ 11.50
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants issued		5,100,214
Number of warrants issued, price per share		$ 1.50
Value of warrants issued		7,650,321
Over-Allotment Option [Member]
Private Placement [Line Items]
Sale of stock, number of shares issued in transaction	2,876,598
Sale of stock,price per share	$ 10.00
Sale of stock, consideration received	$ 253,765,980

Related Party Transactions - Additional Information (Detail) - USD ($)					3 Months Ended
	Mar. 09, 2021	Mar. 04, 2021	Jan. 22, 2021	Jan. 19, 2021	Mar. 31, 2021	Jan. 14, 2021
Related Party Transaction [Line Items]
Stock shares issued during the period value for services rendered					$ 25,000
Repayment of promissory note					$ 88,142
Minimum [Member]
Related Party Transaction [Line Items]
Share Price					$ 10.00
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loan convertible into warrants					$ 1,500,000
Debt instrument conversion price					$ 1.50
Working capital loans outstanding					$ 0
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction expenses		$ 10,000			$ 10,000
Sponsor [Member] \| Related Party Loan [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory Note face amount						$ 300,000
Repayment of promissory note	$ 88,142
Debt instrument maturity date					Dec. 31, 2021
Founder Shares [Member] \| Lock In Period One [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					1 year
Founder Shares [Member] \| Lock In Period Two [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Lock in period after business combination founder shares					150 days
Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding					3,075,238
Class A [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock shares outstanding					20.00%
Number of consecutive trading days for determining the share price					10 days
Number of trading days for determining the share price					30 days
Class A [Member] \| Founder Shares [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Share Price					$ 12.00
Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding					6,344,150
Class B [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period shares for services rendered				6,468,750
Stock shares issued during the period value for services rendered				$ 25,000
Common Stock, Shares, Outstanding			6,408,750		6,344,150
Common stock share subject to forfeiture			843,750
Percentage of common stock shares outstanding			20.00%
Common stock shares not subject to forfeiture					719,150
Share based compensation other than employee stock scheme shares forfeited during the period					126,600
Class B [Member] \| Founder Shares [Member] \| Board Of Directors [Member]
Related Party Transaction [Line Items]
Shares transferred to related party			60,000

Commitments - Additional Information (Detail)	Mar. 31, 2021 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable	$ 8,881,809
Underwriting Agreement [Member]
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per share \| $ / shares	$ 0.35
Deferred underwriting fee payable	$ 8,881,809

Stockholders' Equity - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Jan. 22, 2021
Subsidiary or Equity Method Investee [Line Items]
Preferred stock shares authorized	1,000,000
Preferred Stock par or stated value per share	$ 0.0001
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	200,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	3,075,238
Common Stock, Shares, Outstanding	3,075,238
Temporary equity shares outstanding	22,301,360
Class A [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Percentage of common stock shares outstanding	20.00%
Class B [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares Authorized	20,000,000
Common stock description of voting rights	one vote
Common Stock, Par Value	$ 0.0001
Common Stock, Shares, Issued	6,344,150
Common Stock, Shares, Outstanding	6,344,150
Class B [Member] \| Founder Shares [Member]
Subsidiary or Equity Method Investee [Line Items]
Common Stock, Shares, Outstanding	6,344,150	6,408,750
Percentage of common stock shares outstanding		20.00%

Warrant Liability - Additional Information (Detail)	3 Months Ended
Warrant Liability - Additional Information (Detail)	Mar. 31, 2021 $ / shares shares
Subsidiary or Equity Method Investee [Line Items]
Sale of stock issue price per share	$ 9.20
Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding \| shares	5,100,214
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrants outstanding \| shares	6,344,150
Exercise price	$ 11.50
Event Trigerring The Value Of Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 9.20
Number of consecutive trading days for determining the share price	20 days
Percentage of gross proceeds from share issue for the purposes of business combination	60.00%
Event Trigerring The Value Of Warrants [Member] \| Market Value [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
Event Trigerring The Value Of Warrants [Member] \| Newly Issued Price [Member]
Subsidiary or Equity Method Investee [Line Items]
Redemption price of warrants in percentage	115.00%
Redemption price of common stock percentage	180.00%
After The Completion Of A Business Combination Or Earlier Upon Redemption Or Liquidation [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights term	5 years
Exercise price	$ 11.50
Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	10.00
Triggering Share Price One [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 18.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	0 days
Triggering Share Price One [Member] \| Minimum [Member] \| Warrant Redemption Price One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.01
Triggering Share Price Two [Member] \| Minimum [Member]
Subsidiary or Equity Method Investee [Line Items]
Share Price	$ 10.00
Number of days of notice to be given for the redemption of warrants	30 days
Number of consecutive trading days for determining the share price	20 days
Number of trading days for determining the share price	30 days
Number of days prior to the date of notifying the warrant holders for determining the total trading period	3 days
Triggering Share Price Two [Member] \| Minimum [Member] \| Warrant Redemption Price Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights redemption price	$ 0.10
Warrant Excercise Period One [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	30 days
Warrant Excercise Period Two [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights number of days from the closure of business combination within which excersing can be done	12 months
Private Placement Warrants And Class A Stock Issuable Upon Exercise Of Private Placement Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrants or rights lock in period	30 days

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member]	Mar. 31, 2021 USD ($)
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 8,823,370
Public Warrants [Member]
Liabilities:
Warrant Liability	10,087,199
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	$ 253,769,670

Fair Value Measurements - Summary Of Public Warrants and the Black-Scholes-Merton model (Detail)	Mar. 31, 2021 yr	Jan. 12, 2021 yr
Public Warrants [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		10.00
Public Warrants [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		11.50
Public Warrants [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		26.9
Public Warrants [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		5.00
Public Warrants [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.00
Public Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		1.21
Private Placement Warrants [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.47	9.59
Private Placement Warrants [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Private Placement Warrants [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	26.0	26.0
Private Placement Warrants [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.00	5.00
Private Placement Warrants [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00
Private Placement Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.34	1.21

Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) - Warrants [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021	$ 0
Initial measurement	19,368,344
Change in valuation inputs or other assumptions	(457,775)
Fair value as of March 31, 2021	18,910,569
Private Placement Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021	0
Initial measurement	9,027,379
Change in valuation inputs or other assumptions	(204,009)
Fair value as of March 31, 2021	8,823,370
Public Warrants [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 14, 2021	0
Initial measurement	10,340,965
Change in valuation inputs or other assumptions	(253,766)
Fair value as of March 31, 2021	$ 10,087,199

Fair Value Measurements - Summary of Changes in Fair Value of the Warrant Liabilities (Detail) (Parenthetical)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Changes in fair value of warrant liability \| $	$ 919,284
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant exercise price decrease \| $ / shares	$ 1.77
Class of warrant or right price per warrant \| $ / shares	$ 1.50
Changes in fair value of warrant liability \| $	$ 1,400,000

Fair Value Measurements - Additional Information (Detail)	Mar. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,769,670
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust non current	$ 253,769,670