0001213900-21-028157 | 10-Q | XBRL Viewer | Global Partner Acquisition Corp II

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 14, 2021
Document Information Line Items
Entity Registrant Name	Global Partner Acquisition Corp II
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001831979
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-37509
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Class A ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		30,000,000
Class B ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Condensed Balance Sheets - USD ($)

Mar. 31, 2021

Dec. 31, 2020

Current assets -

Cash

$ 1,408,000

$ 20,000

Prepaid expenses

390,000

Deferred offering costs

205,000

Total current assets

1,798,000

225,000

Cash and investments held in Trust Account

300,045,000

Total assets

301,843,000

225,000

Current liabilities–

Offering costs payable and accrued

86,000

6,000

Accounts payable

5,000

Accrued liabilities

110,000

Note Payable to Sponsor

199,000

Total current liabilities

201,000

205,000

Other liabilities –

Warrant liability

16,345,000

Deferred underwriting compensation

10,500,000

Total liabilities

27,046,000

205,000

Commitments and contingencies

Class A ordinary shares subject to possible redemption; 26,979,700 shares, (at approximately $10.00 per share)

269,797,000

Shareholders’ equity:

Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding

Additional paid-in-capital

374,000

24,000

Retained earnings (accumulated deficit)

4,625,000

(5,000)

Total shareholders’ equity

5,000,000

20,000

^[1]

Total liabilities and shareholders’ equity

301,843,000

225,000

Class A ordinary shares

Shareholders’ equity:

Common stock value

Total shareholders’ equity

^[1]

Class B ordinary shares

Shareholders’ equity:

Common stock value

^[1]

1,000

Total shareholders’ equity

$ 1,000

^[1]

[1]	Share amounts at December 31, 2020 have been retroactively restated to reflect a share capitalization in January 2021 resulting in there being an aggregate of 7,500,000 Class B ordinary shares issued and outstanding (see Note 4).

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Ordinary shares subject to possible redemption	26,979,700
Preferred shares,Par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares authorized	5,000,000	5,000,000
Preferred shares, issued
Preferred shares, outstanding
Class A ordinary shares
Ordinary shares share par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized	500,000,000	500,000,000
Ordinary shares, issued	3,020,300	3,020,300
Ordinary shares, outstanding	3,020,300	3,020,300
Class B ordinary shares
Ordinary shares share par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized	50,000,000	50,000,000
Ordinary shares, issued	7,500,000	7,500,000
Ordinary shares, outstanding	7,500,000	7,500,000

Condensed Statement of Operations	3 Months Ended
Condensed Statement of Operations	Mar. 31, 2021 USD ($) $ / shares shares
Revenues
General and administrative expenses	219,000
Loss from operations	(219,000)
Other income (expense)
Interest on Trust Account	45,000
Transaction costs allocated to warrant liability	(800,000)
Change in fair value of warrant liability	5,604,000
Net income	$ 4,630,000
Class A ordinary shares
Two Class Method for Per Share Information:
Weighted average Class A ordinary shares outstanding - basic and diluted (in Shares) \| shares	30,000,000
Net income per Class A ordinary share – basic and diluted (in Dollars per share) \| $ / shares	$ 0.00
Class B ordinary shares
Two Class Method for Per Share Information:
Weighted average Class B ordinary shares outstanding – basic and diluted (in Shares) \| shares	7,500,000
Net income per Class B ordinary share – basic and diluted (in Dollars per share) \| $ / shares	$ 0.61

Condensed Statement of Changes in Shareholder’s Equity - 3 months ended Mar. 31, 2021 - USD ($)

Ordinary Shares Class A

Ordinary Shares Class B

Additional Paid-in Capital

(Accumulated Deficit)/ Retained Earnings/

Total

Balance at Dec. 31, 2020

^[1]

$ 1,000

$ 24,000

$ (5,000)

$ 20,000

Balance (in Shares) at Dec. 31, 2020

^[1]

7,500,000

Sale of Units to the public at $10.00 per Unit less fair value, $14,100,000, allocated to public warrants

$ 3,000

285,897,000

285,900,000

Sale of Units to the public at $10.00 per Unit less fair value, $14,100,000, allocated to public warrants (in Shares)

30,000,000

Underwriters’ discount and offering expenses, net of $800,000 allocated to warrant liability

(16,254,000)

Proceeds from sale of 5,566,667 Private Placement Warrants at $1.50 per warrant in excess of fair value of $1.41 per warrant

501,000

Change in Class A ordinary stock subject to possible redemption

$ (3,000)

(269,794,000)

(269,797,000)

Change in Class A ordinary stock subject to possible redemption (in Shares)

(26,979,700)

Net income, three months ended March 31, 2021

4,630,000

Balance at Mar. 31, 2021

$ 1,000

$ 374,000

$ 4,625,000

$ 5,000,000

Balance (in Shares) at Mar. 31, 2021

3,020,300

7,500,000

[1]	Share amounts at December 31, 2020 have been retroactively restated to reflect a share capitalization in January 2021 resulting in there being an aggregate of 7,500,000 Class B ordinary shares issued and outstanding (see Note 4).

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Condensed Statement of Changes in Shareholder’s Equity (Parentheticals)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Statement of Stockholders' Equity [Abstract]
Sale of Units (in Dollars per share) \| $ / shares	$ 10.00
Fair value per share	$ 14,100,000
Warrant liability	800,000
Proceeds from sale	5,566,667
Private Placement Warrants	$ 1.50
Fair value per warrant (in Dollars per share) \| $ / shares	$ 1.41

Condensed Statement of Cash Flows (unaudited)	3 Months Ended
Condensed Statement of Cash Flows (unaudited)	Mar. 31, 2021 USD ($)
Statement of Cash Flows [Abstract]
Net income	$ 4,630,000
Adjustments to reconcile net income to net cash used in operations
Interest income retained in the Trust Account	(45,000)
Transaction costs allocated to warrant liability	800,000
Change in fair value of warrant liability	(5,604,000)
Changes in operating assets and liabilities:
Decrease in prepaid expenses	(390,000)
Increase in accounts payable and accrued liabilities	131,000
Net cash used in operating activities	(478,000)
Cash flows from investing activities: Cash deposited in Trust Account	(300,000,000)
Cash flows from financing activities:
Proceeds from sale of Public Offering Units	300,000,000
Proceeds from sale of Private Placement Warrants	8,350,000
Payment of underwriting discounts	(6,000,000)
Payment of offering costs	(285,000)
Payment of notes payable and advances – related party	(199,000)
Net cash provided by financing activities	301,866,000
Net increase in cash	1,388,000
Cash at beginning of period	20,000
Cash at end of period	1,408,000
Supplemental disclosure of non-cash financing activities:
Initial value of Class A common shares subject to redemption, as corrected	264,361,000
Change in value of Class A common shares subject to redemption	5,436,000
Deferred underwriter compensation	10,500,000
Offering costs included in offering costs payable and accrued	$ 86,000

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations:

Global Partner Acquisition Corp II (the “Company”) was incorporated in the Cayman Islands as an exempt company on November 3, 2020. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

At March 31, 2021, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to March 31, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end.

All dollar amounts are rounded to the nearest thousand dollars.

Sponsor and Public Offering:

The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $300,000,000 Public Offering (Note 3) and a $8,350,000 private placement (Note 4). Upon the closing of the Public Offering and the private placement, $300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021.

The Trust Account:

The funds in the Trust Account can only be invested in U.S. government treasury bills with a maturity of one hundred and eighty five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months, by January 14, 2023, from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of our public shareholders.

Business Combination:

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such shares of Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares).

The Company will have 24 months, until January 14, 2023, from the closing date of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The founding shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the founding shareholders or any of the Company’s officers, directors or affiliates acquire shares of Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering.

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 less than the price per Unit (as defined below in note 3) in the Public Offering.

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 interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s final prospectus dated January 11, 2021, as well as the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021.

In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2021, management has determined that the Company’s liquidity is sufficient to fund the working capital needs of the Company until at least one year from the date of issuance of these financial statements.

Emerging Growth Company

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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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.

Net Income (Loss) per Share:

Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of shares of ordinary stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 15,566,667 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period.

The Company’s statement of operations include a presentation of income (loss) per share for ordinary stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for shares of Class A ordinary stock is calculated by dividing the interest income earned on the funds in the Trust Account, net of income tax expense and franchise tax expense if any, by the weighted average number of shares of Class A ordinary stock outstanding since their original issuance. Net income (loss) per ordinary share, basic and diluted, for shares of Class B ordinary stock is calculated by dividing net income (loss) less income attributable to Class A ordinary stock, by the weighted average number of shares of Class B ordinary stock outstanding for the period. Net income (loss) available to each class of ordinary shareholders is as follows for the three months ended March 31, 2021:

	Three Months ended March 31, 2021
Net income available to Class A ordinary shareholders:
Interest income	$	45,000
Less: Income and franchise taxes		-
Net income attributable to Class A ordinary shareholders	$	45,000
Net income available to Class B ordinary shareholders:
Net income	$	4,630,000
Less: amount attributable to Class A ordinary shareholders		(45,000	)
Net income attributable to Class B ordinary shareholders	$	4,585,000

Concentration of Credit Risk:

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

Financial Instruments:

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC 820”), “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 statement, 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. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Deferred Offering Costs:

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering total approximately $17,054,000 including $16,500,000 of underwriters’ discount. Such costs were allocated among the equity and warrant liability components and approximately $16,254,000 has been charged to equity for the equity components based on the relative fair-value of the warrants to the offering proceeds and $800,000 has been charged to other expense for the warrant liability components upon completion of the Public Offering.

Class A ordinary shares Subject to Possible Redemption:

As discussed in Note 3, all of the 30,000,000 Class A ordinary shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2021, 26,979,700 of the 30,000,000 Public Shares were classified outside of permanent equity.

Income Taxes:

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2021. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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 as a liability 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 statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. The valuation as of the initial measurement date was based on application of a binomial / lattice model that assumes exercise of the Company’s redemption option, including the make whole table. The valuation as of March 31, 2021 was based primarily on the market price of the publicly traded warrants.

Recent Accounting Pronouncements:

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

Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the condensed financial statement have been recognized or disclosed.

Public Offering

3 Months Ended

Mar. 31, 2021

Public Offering [Abstract]

Public Offering

Note 3 – Public Offering

On January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A ordinary shares, $0.0001 par value, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”) and the contingent right to receive, in certain circumstances, in connection with the business combination, one-sixth of one distributable redeemable warrant for each public share that a public shareholder holds and does not redeem in connection with our initial business combination (the “Distributable Redeemable Warrants” and together with the Detachable Redeemable Warrants, the “Redeemable Warrants”). Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one share of our Class A ordinary shares. Only whole Redeemable Warrants may be exercised. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional shares will be issued upon exercise of the Redeemable Warrants. If, upon exercise of the Redeemable Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A ordinary shares to be issued to the Redeemable Warrant holder. Each Redeemable Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 24-month period, January 14, 2023, allotted to complete the Business Combination, the Redeemable Warrants will expire at the end of such period. If the Company is unable to deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain other conditions are met. Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants in whole and not in part at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. If issued, the Distributable Redeemable Warrants are identical to the Detachable Redeemable Warrants.

The Company had granted the underwriters a 45-day option to purchase up to 2,500,000 Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions and such option was exercised in full at the closing of the Public Offering and included in the 30,000,000 Units sold on January 14, 2021.

The Company paid an underwriting discount of 2.0% of the per Unit price, $6,000,000, to the underwriters at the closing of the Public Offering and there is a deferred underwriting fee of 3.5% of the per Unit price, $10,500,000, which is payable upon the completion of the Company’s initial business combination.

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

Note 4 – Related Party Transactions

Founder Shares

During 2020, the Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for $25,000 (which amount was paid directly for organizational costs and costs of the Public Offering by the Sponsor on behalf of the Company), or approximately $0.003 per share. In January 2021, the Company effected a share capitalization resulting in there being an aggregate of 7,500,000 Founder Shares issued. The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.

The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriters’ exercised their over-allotment option in full and therefore such shares are no longer subject to forfeiture.

In addition to the vesting provisions of the Founder Shares discussed in Note 5, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property .

Private Placement Warrants

The Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $1.50 per warrant (a purchase price of $8,350,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they 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 warrants included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions.

If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless.

Registration Rights

The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.

Related Party Loans

In November 2020, the Sponsor agreed to loan the Company up to an aggregate of $300,000 by drawdowns of not less than $1,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Public Offering. As of January 13, 2021, the Company had drawn down approximately $199,000 under the Note, including approximately $49,000 of costs paid directly by the Sponsor, for costs related to costs of the Public Offering. On January 14, 2021, upon closing of the Public Offering, all amounts outstanding under the Note were repaid.

Administrative Services Agreement

The Company has agreed to pay $25,000 a month to the Sponsor for the services to be provided by one or more investment professionals, creation and maintenance of our website, and miscellaneous additional services. Services commenced on the date the securities are first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Approximately $63,000 was paid and charged to general and administrative expenses during the three months ended March 31, 2021 for this agreement and there were no amounts payable or accrued at that date.

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants

3 Months Ended

Mar. 31, 2021

Accounting For Warrant Liability Correction Of Previously Issued Balance Sheet And Fair Value Of Warrants [Abstract]

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants

Note 5 – Accounting for Warrant Liability, Correction of Previously Issued Balance Sheet and Fair Value of Warrants

At March 31, 2021, there were 15,566,667 warrants outstanding including 10,000,000 public warrants and 5,566,667 private placement warrants.

The Company accounts for its warrants outstanding as liabilities consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPAC’s)” issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) and calls into question the common practice among SPAC’s, including the Company, in classifying the public and private placement warrants issued in connection with the Company’s Public Offering (defined below) as equity. As a result of this guidance, the Company’s management further evaluated its public and private placement warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity including with the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s ordinary shares 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 its closing balance sheet as of January 14, 2021 prepared in connection with the Public Offering and filed with the SEC on January 21, 2021, the Company accounted for its outstanding public and private placement warrants as components of equity instead of as derivative liabilities. The impact of accounting for public and private placement warrants as liabilities at fair value resulted is approximately a $21,949,000 increase to the warrant liability line item at January 14, 2021 and an offsetting decrease to the line item for Class A ordinary shares subject to redemption. There is no change to total shareholders’ equity at any reported balance sheet date. In addition, the Company has recorded approximately $800,000 of costs to operations upon issuance of the warrants to reflect warrant issuance costs. 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 operating expenses, cash flows, cash, trust account or total shareholders’ equity.

The following table presents information about the Company’s warrant liabilities, 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	At March 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	10,500,000	$	10,500,000	$	—	$	-
Private Placement Warrants		5,845,000	$	—		5,845,000		-
Warrant liability at March 31, 2021	$	16,345,000		10,500,000	$	5,845,000	$

The Company utilizes a third-party valuation consultant to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The valuation as of the initial measurement date was based on application of a binomial / lattice model that assumes exercise of the Company’s redemption option, including the make whole table. The valuation as of March 31, 2021 of the public warrants was based on the market price of the publicly traded warrants. The valuation as of March 31, 2021 of the private placement warrants was based a binomial/lattice model that utilizes the observable market price of the publicly traded warrants.

The estimated fair value of the warrant liability at issuance was determined using Level 3 inputs. Inherent in a binomial/lattice options pricing model are assumptions related to expected share-price volatility, expected life, the risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The warrant liabilities are not subject to qualified hedge accounting.

The Company’s policy is to record transfers at the end of the reporting period.

The public warrants were transferred from Level 3 to Level 1, and the private placement warrants were transferred from Level 3 to Level 2, during the period ended March 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:

	At January 14, 2021 (Initial Measurement)
Stock price	$	9.96
Strike price	$	11.50
Term (in years)		5.5
Volatility – post announcement		25	%
Risk-free rate		0.6	%
Fair value of warrants	$	1.42

The following table presents additional information about the Level 3 liabilities measured at fair value:

	Public			Private Placement			Warrant Liabilities
Initial measurement on January 14, 2021	$	14,100,000		$	7,849,000		$	21,949,000
Change in fair value		(3,600,000	)		(2,004,000	)		(5,604,000	)
Transfers out of Level 3		(10,500,000	)		(5,845,000	)		(16,345,000	)

Ending balance as of March 31, 2021	$	-		$	-		$	-

Trust Account and Fair Value Measurement

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

TRUST ACCOUNT AND FAIR VALUE MEASUREMENT

NOTE 6 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENT

The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

Upon the closing of the Public Offering and the Private Placement, a total of $300,000,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.

At March 31, 2021, the proceeds in the Trust Account were invested in U.S. government treasury bills yielding approximately 0.1% with a maturity date in April 2021. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying March 31, 2021 condensed balance sheet and adjusted for the amortization of discounts.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at March 31, 2021 consisted of U.S. government treasury bills and money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

Description	Amortized Cost March 31, 2021		Gross Unrealized Holding Gains		Fair value
Assets:
Cash	$	1,000	$	-		1,000
U.S. government treasury bills		300,044,000		6,000		300,050,000
Total	$	300,045,000	$	6,000	$	300,051,000

Subsequent to March 31, 2021, upon maturity of the U.S. government treasury bills in April 2021, the Company reinvested the proceeds in money market funds meeting certain conditions described above.

- 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

Shareholders’ Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Shareholders’ Equity

Note 7 – Shareholders’ Equity

Ordinary Shares

The authorized ordinary shares of the Company include 500,000,000 Class A ordinary shares, par value, $0.0001, and 50,000,000 Class B ordinary shares, par value, $0.0001, or 550,000,000 ordinary shares in total. The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Company’s Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares.

The Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.

At March 31, 2021, after the January 2021 share recapitalization of Class B ordinary shares and the Public Offering including Class A ordinary shares, there were 7,500,000 shares of Class B ordinary shares issued and outstanding, and 3,020,300 Class A ordinary shares issued and outstanding (after deducting 26,979,700 Class A ordinary shares subject to possible redemption).

Preference Shares

The Company is authorized to issue 5,000,000 Preference shares, par value $0.0001, 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 Preference shares issued or outstanding.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Risks and Uncertainties—COVID-19—Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

See also Notes 3 and 4.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

Emerging Growth Company

Emerging Growth Company

Net Loss per Ordinary Share

Net Income (Loss) per Share:

	Three Months ended March 31, 2021
Net income available to Class A ordinary shareholders:
Interest income	$	45,000
Less: Income and franchise taxes		-
Net income attributable to Class A ordinary shareholders	$	45,000
Net income available to Class B ordinary shareholders:
Net income	$	4,630,000
Less: amount attributable to Class A ordinary shareholders		(45,000	)
Net income attributable to Class B ordinary shareholders	$	4,585,000

Concentration of Credit Risk

Concentration of Credit Risk:

Financial Instruments

Financial Instruments:

Use of Estimates

Use of Estimates:

Deferred Offering Costs

Deferred Offering Costs:

Class A ordinary shares subject to possible redemption:

Class A ordinary shares Subject to Possible Redemption:

Income Taxes

Income Taxes:

Warrant Liability

Warrant Liability

Recent Accounting Pronouncements

Recent Accounting Pronouncements:

Subsequent Events

Subsequent Events

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of statements of operations income (loss) per share for ordinary stock

	Three Months ended March 31, 2021
Net income available to Class A ordinary shareholders:
Interest income	$	45,000
Less: Income and franchise taxes		-
Net income attributable to Class A ordinary shareholders	$	45,000
Net income available to Class B ordinary shareholders:
Net income	$	4,630,000
Less: amount attributable to Class A ordinary shareholders		(45,000	)
Net income attributable to Class B ordinary shareholders	$	4,585,000

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Accounting For Warrant Liability Correction Of Previously Issued Balance Sheet And Fair Value Of Warrants [Abstract]

Schedule of warrant liabilities that are measured at fair value on a recurring basis

Description	At March 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Warrant Liabilities:
Public Warrants	$	10,500,000	$	10,500,000	$	—	$	-
Private Placement Warrants		5,845,000	$	—		5,845,000		-
Warrant liability at March 31, 2021	$	16,345,000		10,500,000	$	5,845,000	$

Schedule of provides quantitative information regarding Level 3 fair value measurements

	At January 14, 2021 (Initial Measurement)
Stock price	$	9.96
Strike price	$	11.50
Term (in years)		5.5
Volatility – post announcement		25	%
Risk-free rate		0.6	%
Fair value of warrants	$	1.42

Schedule of changes in the fair value of warrant liabilities

	Public			Private Placement			Warrant Liabilities
Initial measurement on January 14, 2021	$	14,100,000		$	7,849,000		$	21,949,000
Change in fair value		(3,600,000	)		(2,004,000	)		(5,604,000	)
Transfers out of Level 3		(10,500,000	)		(5,845,000	)		(16,345,000	)

Ending balance as of March 31, 2021	$	-		$	-		$	-

Trust Account and Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities

Description	Amortized Cost March 31, 2021		Gross Unrealized Holding Gains		Fair value
Assets:
Cash	$	1,000	$	-		1,000
U.S. government treasury bills		300,044,000		6,000		300,050,000
Total	$	300,045,000	$	6,000	$	300,051,000

Description of Organization and Business Operations (Details) - USD ($)		3 Months Ended
	Jan. 14, 2021	Mar. 31, 2021
Accounting Policies [Abstract]
Offering cost	$ 300,000,000	$ 17,054,000
Private placement	$ 8,350,000	8,350,000
debt Instrument maturity date description	Upon the closing of the Public Offering and the private placement, $300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021.
Trust account	$ 300,000,000
Interest dissolution expenses		$ 100,000
Shares redeem percentage		100.00%
Taxes payable on interest earned percentage		80.00%
Net tangible assets		$ 5,000,001
Trust account description		” The amount in the Trust Account is initially funded at $10.00 per public Class A ordinary share ($300,000,000 held in the Trust Account divided by 30,000,000 public shares).
Description of business combination		The Company will have 24 months, until January 14, 2023, from the closing date of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The founding shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the founding shareholders or any of the Company’s officers, directors or affiliates acquire shares of Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months, January 14, 2023, from the closing of the Public Offering.
Pay dissolution expenses		$ 100,000

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended
	Jan. 14, 2021	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000
Total offering cost	$ 300,000,000	17,054,000
Underwriters' discount		16,500,000
Underwriters’ discount and offering Expenses		16,254,000
Other expenses		800,000
Number of units issued in transaction (in Shares)	30,000,000
Net tangible asset		$ 5,000,001
Adjustments to additional paid-in capital (in Shares)		26,979,700
Class A ordinary shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Anti-diluted Securities (in Shares)		15,566,667
Number of units issued in transaction (in Shares)		30,000,000
Adjustments to additional paid-in capital (in Shares)		30,000,000

Summary of Significant Accounting Policies (Details) - Schedule of statements of operations income (loss) per share for ordinary stock	3 Months Ended
	Mar. 31, 2021 USD ($)
Net income available to Class A ordinary shareholders:
Interest income	$ 45,000
Less: Income and franchise taxes
Net income	4,630,000
Less: amount attributable to Class A ordinary shareholders	(45,000)
Class A ordinary shares
Net income available to Class A ordinary shareholders:
Net income attributable to ordinary shareholders	45,000
Class B ordinary shares
Net income available to Class A ordinary shareholders:
Net income attributable to ordinary shareholders	$ 4,585,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Public Offering (Details) - USD ($)		3 Months Ended
Public Offering (Details) - USD ($)	Jan. 14, 2021	Mar. 31, 2021	Dec. 31, 2020
Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	30,000,000
Share purchase price	$ 10.00
Warrant price	0.01
warrant redemption price	$ 0.10
Underwriting discount percentage		2.00%
Underwriting unit price (in Dollars)		$ 6,000,000
Deferred underwriting percentage		3.50%
Deferred underwriting fees (in Dollars)		$ 10,500,000
Public Offering [Member]
Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	30,000,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Purchase of additional units (in Shares)	2,500,000
Class A ordinary shares [Member]
Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)		30,000,000
Share purchase price	$ 10.00	$ 12.00
Ordinary share par value		$ 0.0001	$ 0.0001
Public warrants,description		If the closing price of the Class A ordinary shares is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Class A ordinary shares [Member] \| Public Offering [Member]
Public Offering (Details) [Line Items]
Share purchase price	18.00
Ordinary share par value	$ 0.0001

Related Party Transactions (Details) - USD ($)			1 Months Ended		2 Months Ended	3 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 14, 2021	Jan. 13, 2021	Jan. 31, 2021	Nov. 30, 2020	Dec. 31, 2020	Mar. 31, 2021
Related Party Transactions (Details) [Line Items]
Aggregate purchase price (in Shares)			7,500,000
Sale of sock per share (in Dollars per share)	$ 10.00
Founder share vesting description			the Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.
Sale of stock (in Shares)						15,566,667
Purchase price	$ 8,350,000					$ 8,350,000
Aggregate loan amount				$ 300,000
Issuance of unsecured promissory note				$ 1,000
Notes payable		$ 199,000
Sponsor fee		$ 49,000
Sponsor fees						25,000
Other Selling, General and Administrative Expense						$ 63,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Related party cost					$ 25,000
Sale of sock per share (in Dollars per share)					$ 0.003
Over-Allotment Option [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)						625,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Sale of stock (in Shares)						5,566,667
Share price per share (in Dollars per share)						$ 1.50
Purchase price			$ 8,350,000
Class B ordinary Shares [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price (in Shares)					7,187,500
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Sale of sock per share (in Dollars per share)	$ 10.00					$ 12.00
Share Price (in Dollars per share)			$ 11.50

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 20, 2021	Mar. 31, 2021
Accounting For Warrant Liability Correction Of Previously Issued Balance Sheet And Fair Value Of Warrants [Abstract]
Warrants outstanding		15,566,667
Public warrants outstanding		10,000,000
Private placement warrants		5,566,667
Warrant liabilities (in Dollars)	$ 21,949,000
Cost of issuing warrants (in Dollars)	$ 800,000

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of warrant liabilities that are measured at fair value on a recurring basis	Mar. 31, 2021 USD ($)
Warrant Liabilities:
Warrant liability	$ 16,345,000
Private Placement Warrants [Member]
Warrant Liabilities:
Warrant liability	5,845,000
Private Placement Warrants [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Warrant liability
Private Placement Warrants [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Warrant Liabilities:
Warrant liability	5,845,000
Warrant liability [Member]
Warrant Liabilities:
Warrant liability	16,345,000
Warrant liability [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Warrant liability	10,500,000
Warrant liability [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Warrant Liabilities:
Warrant liability	5,845,000
Public Warrants [Member]
Warrant Liabilities:
Warrant liability	10,500,000
Public Warrants [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Warrant Liabilities:
Warrant liability	10,500,000
Public Warrants [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Warrant Liabilities:
Warrant liability

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements - Warrant [Member]	Jan. 14, 2021 USD ($) $ / shares $ / item
Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements [Line Items]
Stock price (in Dollars per share) \| $ / shares	$ 9.96
Strike price (in Dollars per Item) \| $ / item	11.50
Term (in years)	5 years 6 months
Volatility – post announcement	25.00%
Risk-free rate	0.60%
Fair value of warrants (in Dollars) \| $	$ 1.42

Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities	3 Months Ended
	Mar. 31, 2021 USD ($)
Public [Member]
Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Initial measurement on January 14, 2021	$ 14,100,000
Change in fair value	(3,600,000)
Transfers out of Level 3	(10,500,000)
Ending balance as of March 31, 2021
Private Placement [Member]
Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Initial measurement on January 14, 2021	7,849,000
Change in fair value	(2,004,000)
Transfers out of Level 3	(5,845,000)
Ending balance as of March 31, 2021
Warrant Liabilities [Member]
Accounting for Warrant Liability Correction of Previously Issued Balance Sheet and Fair Value of Warrants (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Initial measurement on January 14, 2021	21,949,000
Change in fair value	(5,604,000)
Transfers out of Level 3	(16,345,000)
Ending balance as of March 31, 2021

Trust Account and Fair Value Measurement (Details)	3 Months Ended
Trust Account and Fair Value Measurement (Details)	Mar. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Deposited amount	$ 300,000,000
U.S. government treasury bills maturity	180 days
U.S. government treasury bills percent	0.10%

Trust Account and Fair Value Measurement (Details) - Schedule of fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities	3 Months Ended
	Mar. 31, 2021 USD ($)
Amortized Cost [Member]
Assets:
Cash	$ 1,000
U.S. government treasury bills	300,044,000
Total	300,045,000
Gross Unrealized Holding Gains [Member]
Assets:
Cash
U.S. government treasury bills	6,000
Total	6,000
Fair value [Member]
Assets:
Cash	1,000
U.S. government treasury bills	300,050,000
Total	$ 300,051,000

Shareholders’ Equity (Details) - $ / shares	3 Months Ended
Shareholders’ Equity (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Shareholders’ Equity (Details) [Line Items]
Common stock total	550,000,000
Business combination, description	The Founder Shares are subject to vesting as follows: 50% upon the completion of a business combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled.
Ordinary shares subject to possible redemption	26,979,700
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock ,par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authoried	500,000,000	500,000,000
Common stock shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	3,020,300	3,020,300
Common stock shares outstanding	3,020,300	3,020,300
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authoried	50,000,000	50,000,000
Common stock shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	7,500,000	7,500,000
Common stock shares outstanding	7,500,000	7,500,000