Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39986 | |
Entity Registrant Name | ITIQUIRA ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 430 Park Avenue, Suite 202 | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 350-0341 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001805508 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | ITQRU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | ITQ | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | ITQRW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 833,747 | $ 131,877 |
Prepaid expenses | 873,999 | |
Total current assets | 1,707,746 | 131,877 |
Investments held in Trust Account | 230,011,905 | |
Deferred offering costs associated with initial public offering | 262,928 | |
Total Assets | 231,719,651 | 394,805 |
Current liabilities: | ||
Accounts payable | 10,000 | 4,362 |
Accounts payable - related party | 1,376 | |
Accrued expenses | 187,427 | 78,528 |
Note payable - related party | 316,289 | |
Total current liabilities | 198,803 | 399,179 |
Deferred underwriting commissions | 8,050,000 | |
Derivative warrant liabilities | 17,327,000 | |
Total Liabilities | 25,575,803 | 399,179 |
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 201,143,840 | |
Stockholder's Equity | ||
Preference shares - $0.0001 par value | ||
Additional paid- in- capital | 5,446,670 | 24,425 |
Accumulated deficit | (447,526) | (29,374) |
Total Shareholder's Equity | 5,000,008 | (4,374) |
Total Liabilities and Shareholders' Equity | 231,719,651 | 394,805 |
Class A Common Stock | ||
Stockholder's Equity | ||
CommonStockValue | 289 | |
Total Shareholder's Equity | 289 | |
Class B Common Stock | ||
Stockholder's Equity | ||
CommonStockValue | 575 | 575 |
Total Shareholder's Equity | $ 575 | $ 575 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Temporary equity, shares outstanding | 20,114,384 | |
Over-allotment option | ||
Maximum shares subject to forfeiture | 750,000 | |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 2,885,616 | 0 |
Common shares, shares outstanding | 2,885,616 | 0 |
Temporary equity, shares issued | 20,114,384 | 0 |
Temporary equity, shares outstanding | 20,114,384 | 0 |
Ordinary shares, redemption value per share | $ / shares | $ 10 | $ 10 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 20,114,384 | 0 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, par value, (per share) | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | |
Common shares, shares outstanding | 2,885,616 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | |
General and administrative expense | $ 22,328 | $ 193,438 |
General and administrative expenses - related party | 10,000 | 20,000 |
Total operating costs | (22,328) | (213,438) |
Other income: | ||
Change in fair value of warrant liabilities | 428,000 | |
Financing costs - derivative warrant liabilities | (644,619) | |
Income from investments held in Trust Account | 11,905 | |
Net income (loss) | $ (22,328) | $ (418,152) |
Class A Common Stock Subject to Redemption | ||
Other income: | ||
Basic and diluted Weighted average shares outstanding, basic and diluted | 20,090,391 | |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Class A Common Stock Not Subject to Redemption | ||
Other income: | ||
Basic and diluted Weighted average shares outstanding, basic and diluted | 5,000,000 | 7,114,441 |
Basic and diluted net loss per common share | $ (0.06) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Mar. 31, 2020shares |
Over-allotment option | |
Temporary equity, shares outstanding | 750,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 16, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 16, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor (1) | $ 575 | 24,425 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (1) (in shares) | 5,750,000 | ||||
Net loss | (22,328) | (22,328) | |||
Balance at the end at Mar. 31, 2020 | $ 575 | 24,425 | (22,328) | 2,672 | |
Balance at the end (in shares) at Mar. 31, 2020 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 575 | 24,425 | (29,374) | (4,374) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross | $ 2,300 | 218,842,700 | 0 | $ 218,845,000 | |
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (Shares) | 23,000,000 | 3,000,000 | |||
Offering costs | (12,278,626) | 0 | $ (12,278,626) | ||
Class A ordinary shares subject to possible redemption | $ (2,011) | (201,141,829) | 0 | (201,143,840) | |
Class A ordinary shares subject to possible redemption (Shares) | (20,114,384) | ||||
Net loss | 0 | (418,152) | (418,152) | ||
Balance at the end at Mar. 31, 2021 | $ 289 | $ 575 | $ 5,446,670 | $ (447,526) | $ 5,000,008 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,885,616 | 5,750,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Dec. 31, 2020 | Mar. 31, 2020 |
Over-allotment option | ||
Maximum shares subject to forfeiture | 750,000 | 750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (22,328) | $ (418,152) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses - related party | 10,000 | 20,000 |
Income from investments held in Trust Account | (11,905) | |
Change in fair value of warrant liabilities | (428,000) | |
Financing costs - derivative warrant liabilities | 644,619 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (873,999) | |
Accounts payable | 12,328 | 5,638 |
Accounts payable - related party | 1,376 | |
Accrued expenses | 28,716 | |
Net cash used in operating activities | (1,051,707) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Repayment of promissory note - related party | (316,289) | |
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds from Issuance of Warrants | 6,600,000 | |
Payment of offering costs | (4,530,134) | |
Net cash provided by financing activities | 25,000 | 231,753,577 |
Net Change in Cash | 25,000 | 701,870 |
Cash - Beginning | 131,877 | |
Cash - Ending | 25,000 | 833,747 |
Non-cash investing and financing activities: | ||
Offering costs included in accounts payable | $ 131,375 | |
Offering costs included in accrued offering costs | 87,585 | |
Reversal of accrued expenses | 7,402 | |
Deferred underwriting fee payable | 8,050,000 | |
Initial classification of common stock subject to possible redemption | (200,899,210) | |
Change in value of common stock subject to possible redemption | $ (244,630) |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Itiquira Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on February 17, 2020. The Company was incorporated for the purpose of effecting a merger, amalgamation, 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 and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from February 17, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering. The Company’s sponsor is Itiquira Partners I, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $12.9 million, of which approximately $8.1 million was for deferred underwriting commissions (Notes 2 and 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,600,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.6 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested by the trustee only in U.S. government treasury securities with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), 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 assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders 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). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), 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, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder 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 Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) 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 shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 8, 2023, (the “Combination Period”) or during any shareholder-approved extension period or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period and the Company’s shareholders have not amended the Amended and Restated Memorandum and Articles of Association to extend such 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the other holders of the Founder Shares (the “initial shareholders”) agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its 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 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses 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. Liquidity and capital resources As of March 31, 2021, the Company had approximately $0.8 million in its operating bank account, and working capital of approximately $1.5 million. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan of approximately $0.3 million from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 8, 2021. 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, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on February 4, 2021. Use of Estimates The preparation of unaudited 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 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 unaudited condensed financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expense, accounts payable, accounts payable to related party, accrued expenses and note payable to related party approximate their fair values due to the short-term nature of the instruments. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity (deficit) upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $0.6 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,114,384 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as 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 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 periods presented. Net Income (loss) per Ordinary Shares Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable shares of Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss from investments based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the period from February 17, 2020 For the three (inception) months ended through March 31, March 31, 2021 2020 Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 10,411 $ — Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 10,411 $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,090,391 — Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (418,152) $ (22,328) Net income allocable to Class A ordinary shares subject to possible redemption 10,411 — Non-redeemable net loss $ (428,563) $ (22,328) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 7,114,441 5,000,000 Basic and diluted net loss per ordinary share, non-redeemable ordinary shares $ (0.06) $ 0.00 Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On February 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, which includes 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $12.9 Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares In February 2020, the Sponsor purchased 5,750,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”), for an aggregate price of $25,000. On January 26, 2021, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees for their service as independent directors at a purchase price of $0.004 per share. The initial shareholders agreed to forfeit up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 8, 2021, the underwriter fully exercised its over-allotment option; thus, these 750,000 Founder Shares are no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company consummates a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.6 million. Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 27, 2020, the Sponsor agreed to loan the Company pursuant to a promissory note, which was later amended on December 21, 2020 and December 28, 2020 (as amended, the “Note”), an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering. The Note was non-interest bearing and was due and payable upon closing of the Initial Public Offering. As of December 31, 2020, the Company borrowed approximately $0.3 million under the Note. The Company repaid the Note in full on February 8, 2021. 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, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, there were no Working Capital Loans outstanding. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $20,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three months end March 31, 2021. As of March 31, 2021, the full amount is paid. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, were entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 8, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.2 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriters did not receive any underwriting discount or commission on the Affiliated Units. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on its unaudited condensed financial statement 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 operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021, the Company had 11,500,000 Public Warrants and 6,600,000 Private Warrants outstanding. Warrants — The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at a newly issued price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 completion of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares 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, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares 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 initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their 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. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share 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. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00. The Company may redeem the Public 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 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” of the Class A ordinary shares except as otherwise described below; ● if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $10.00 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; ● if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted) the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. 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. If the Company is unable to complete the Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public 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 Public Warrants may expire worthless. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity (Deficit) | |
Shareholders' Equity (Deficit) | Note 7 — Shareholders’ Equity (Deficit) Preference Shares— no outstanding Class A Ordinary Shares— Class B Ordinary Shares — Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the Company’s initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A ordinary shares will not be entitled to vote on the election of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the Company’s ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 230,011,905 $ — $ — $ 230,011,905 Liabilities: Derivative warrant liabilities - Public Warrants $ 10,925,000 $ — $ — $ 10,925,000 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 6,402,000 $ 6,402,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, when the Public Warrants were separately listed and traded. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants and the Public Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares 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 remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of March 31, As of February 8, 2021 2021 Option term (in years) 5.86 6 Volatility 17.30 % 17.90 % Risk-free interest rate 1.13 % 0.66 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 88.3 % 88.3 % The change in the fair value of the derivative warrant liabilities for the period for the three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ — Issuance of Public and Private Warrants 17,755,000 Change in fair value of derivative warrant liabilities (428,000) Derivative warrant liabilities at March 31, 2021 $ 17,327,000 |
Restatement to Prior Period Fin
Restatement to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Restatement to Prior Period Financial Statements | |
Restatement to Prior Period Financial Statements | Note 9 — Restatement to Prior Period Financial Statements On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on February 8, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 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. The effect of the restatement to the Post-IPO Balance Sheet is as follows: As of February 8, 2021 As Previously Reported Adjustments As Restated Balance Sheet Total assets $ 233,087,246 $ — $ 233,087,246 Liabilities, redeemable non-controlling interest and shareholders’ equity Total current liabilities $ 1,383,026 $ — $ 1,383,026 Deferred underwriting commissions 8,050,000 — 8,050,000 Derivative warrant liabilities — 17,755,000 17,755,000 Total liabilities 9,433,026 17,755,000 27,188,026 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 218,654,210 (17,755,000) 200,899,210 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 113 178 291 Class B ordinary shares - $0.0001 par value 575 — 575 Additional paid-in-capital 5,056,693 643,703 5,700,396 Accumulated deficit (57,371) (643,881) (701,252) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 233,087,246 $ — $ 233,087,246 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Other than as described in these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustments or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on February 4, 2021. |
Use of Estimates | Use of Estimates The preparation of unaudited 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 unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 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 unaudited condensed financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value 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. As of March 31, 2021 and December 31, 2020, the carrying values of cash, prepaid expense, accounts payable, accounts payable to related party, accrued expenses and note payable to related party approximate their fair values due to the short-term nature of the instruments. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 11,500,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity (deficit) upon the completion of the Initial Public Offering. For the three months ended March 31, 2021, of the total offering costs of the Initial Public Offering, approximately $0.6 |
Class A Common Stock Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 20,114,384 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed balance sheet. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as 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 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 periods presented. |
Net Loss per Common Share | Net Income (loss) per Ordinary Shares Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares and non-redeemable shares of Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss from investments based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the period from February 17, 2020 For the three (inception) months ended through March 31, March 31, 2021 2020 Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 10,411 $ — Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 10,411 $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,090,391 — Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (418,152) $ (22,328) Net income allocable to Class A ordinary shares subject to possible redemption 10,411 — Non-redeemable net loss $ (428,563) $ (22,328) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 7,114,441 5,000,000 Basic and diluted net loss per ordinary share, non-redeemable ordinary shares $ (0.06) $ 0.00 |
Recent Issued Accounting Standards | Recent Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For the period from February 17, 2020 For the three (inception) months ended through March 31, March 31, 2021 2020 Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 10,411 $ — Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares subject to possible redemption $ 10,411 $ — Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 20,090,391 — Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.00 $ — Non-redeemable ordinary shares Numerator: Net Loss minus Net Earnings Net loss $ (418,152) $ (22,328) Net income allocable to Class A ordinary shares subject to possible redemption 10,411 — Non-redeemable net loss $ (428,563) $ (22,328) Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 7,114,441 5,000,000 Basic and diluted net loss per ordinary share, non-redeemable ordinary shares $ (0.06) $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 230,011,905 $ — $ — $ 230,011,905 Liabilities: Derivative warrant liabilities - Public Warrants $ 10,925,000 $ — $ — $ 10,925,000 Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 6,402,000 $ 6,402,000 |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities beginning of the period $ — Issuance of Public and Private Warrants 17,755,000 Change in fair value of derivative warrant liabilities (428,000) Derivative warrant liabilities at March 31, 2021 $ 17,327,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of March 31, As of February 8, 2021 2021 Option term (in years) 5.86 6 Volatility 17.30 % 17.90 % Risk-free interest rate 1.13 % 0.66 % Expected dividends 0.00 % 0.00 % Probability of successful initial business combination 88.3 % 88.3 % |
Restatement to Prior Period F_2
Restatement to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement to Prior Period Financial Statements | |
Effect of the restatement to the Post-IPO Balance Sheet | As of February 8, 2021 As Previously Reported Adjustments As Restated Balance Sheet Total assets $ 233,087,246 $ — $ 233,087,246 Liabilities, redeemable non-controlling interest and shareholders’ equity Total current liabilities $ 1,383,026 $ — $ 1,383,026 Deferred underwriting commissions 8,050,000 — 8,050,000 Derivative warrant liabilities — 17,755,000 17,755,000 Total liabilities 9,433,026 17,755,000 27,188,026 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 218,654,210 (17,755,000) 200,899,210 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 113 178 291 Class B ordinary shares - $0.0001 par value 575 — 575 Additional paid-in-capital 5,056,693 643,703 5,700,396 Accumulated deficit (57,371) (643,881) (701,252) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 233,087,246 $ — $ 233,087,246 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Feb. 08, 2021 | Feb. 08, 2020 | Jan. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 3,000,000 | |||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Deferred Underwriting Compensation, Noncurrent | 8,050,000 | |||||
Proceeds from issuance initial public offering | 230,000,000 | |||||
Investment Of Cash Into Trust Account | $ 230,000,000 | |||||
Threshold Minimum Aggregate Fair Market Value As Percentage Of Assets Held In Trust Account | 80.00% | |||||
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination | 50.00% | |||||
Maximum Net Interest To Pay Dissolution Expenses | $ 100,000 | |||||
Share Price | $ 9.20 | |||||
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent | 15.00% | |||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||
Working Capital | $ 1,500,000 | |||||
Exercise Price of warrant | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Underwriting fees | $ 4,200,000 | |||||
Deferred underwriting fee payable | $ 8,100,000 | |||||
Cash held outside the Trust Account | 833,747 | $ 131,877 | ||||
Payments for investment of cash in Trust Account | 230,000,000 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from Related Party Debt | $ 300,000 | |||||
Stock Issued During Period, Value, New Issues | 25,000 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Exercise Price of warrant | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 23,000,000 | 23,000,000 | ||||
Proceeds From Sale Of Units | $ 230,000,000 | $ 230,000,000 | ||||
Other offering costs | 12,900,000 | 500,000 | ||||
Deferred Underwriting Compensation, Noncurrent | $ 8,100,000 | 8,100,000 | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||||
Common Stock, Shares Authorized | 3,000,000 | |||||
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination | 100.00% | |||||
Share Price | $ 10 | |||||
Sale of Stock, Other Offering Costs | $ 12,900,000 | 500,000 | ||||
Other offering costs | $ 12,900,000 | $ 500,000 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Number of warrents issued | 6,600,000 | |||||
Exercise Price of warrant | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 3,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Other offering costs | $ 800,000 | |||||
Share Price | $ 10 | |||||
Sale of Stock, Other Offering Costs | $ 800,000 | |||||
Other offering costs | $ 800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2021 | Feb. 08, 2021 |
Cash equivalents | $ 0 | |
Federal Depository Insurance Coverage | $ 250,000 | |
Temporary equity, shares outstanding | 20,114,384 | |
Unrecognized tax benefits | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Shares subject to forfeiture | 750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Interest earned on marketable securities held in Trust Account | $ 10,411 | ||
Net Income allocable to shares subject to redemption | 10,411 | ||
Numerator: Net income minus Net Earnings | |||
Net loss | $ (22,328) | $ (22,328) | (418,152) |
Net Income allocable to shares subject to redemption | 10,411 | ||
Non-Redeemable Net Income | (22,328) | (428,563) | |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Income from investments held in Trust Account | 11,905 | ||
Net loss | (22,328) | $ (22,328) | (418,152) |
Net income attributable to Class A ordinary shares subject to possible redemption | 10,411 | ||
Adjusted net loss | $ (22,328) | $ (428,563) | |
Number of Warrants Issued Per Unit | 0 | ||
Private Placement Warrants | |||
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Number of Warrants Issued Per Unit | 6,600,000 | ||
Class A Common Stock Subject to Redemption | |||
Numerator: Earnings allocable to ordinary shares subject to possible redemption | |||
Net Income allocable to shares subject to redemption | $ 10,411 | ||
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Basic and diluted weighted average shares outstanding | 20,090,391 | ||
Basic and diluted net income per share | $ 0 | $ 0 | |
Numerator: Net income minus Net Earnings | |||
Net Income allocable to shares subject to redemption | $ 10,411 | ||
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Basic and diluted weighted average shares outstanding | 20,090,391 | ||
Basic and diluted net income per share | 0 | $ 0 | |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 10,411 | ||
Basic and diluted Weighted average shares outstanding, basic and diluted | 20,090,391 | ||
Basic and diluted net loss per common share | $ 0 | $ 0 | |
Class A Common Stock Not Subject to Redemption | |||
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Basic and diluted weighted average shares outstanding | 5,000,000 | 5,000,000 | 7,114,441 |
Basic and diluted net income per share | $ 0 | $ (0.06) | |
Denominator: Weighted Average Non-Redeemable Ordinary Shares | |||
Basic and diluted weighted average shares outstanding | 5,000,000 | 5,000,000 | 7,114,441 |
Basic and diluted net income per share | $ 0 | $ (0.06) | |
Basic and diluted Weighted average shares outstanding, basic and diluted | 5,000,000 | 5,000,000 | 7,114,441 |
Basic and diluted net loss per common share | $ 0 | $ (0.06) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 08, 2021 | Feb. 08, 2020 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (Shares) | 3,000,000 | ||
Deferred underwriting commissions | $ 8,050,000 | ||
Number of warrants in a unit | 0 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (Shares) | 23,000,000 | 23,000,000 | |
Gross proceeds from sale of units | $ 230,000,000 | $ 230,000,000 | |
Other offering costs | 12,900,000 | 500,000 | |
Deferred underwriting commissions | $ 8,100,000 | $ 8,100,000 | |
Number of warrants in a unit | 2,000,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (Shares) | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Other offering costs | $ 800,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jan. 26, 2021 | Dec. 28, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 08, 2021 | Jan. 26, 2020 |
Related Party Transaction [Line Items] | ||||||||
Price per share | $ 9.20 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Aggregate number of shares owned | 750,000 | |||||||
Shares subject to forfeiture | 750,000 | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | 12 | |||||||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | |||||||
Proceeds from Issuance of Warrants | $ 6,600,000 | |||||||
Proceeds from Related Party Advances | $ 400,000 | |||||||
Administrative expenses incurred | $ 10,000 | $ 20,000 | ||||||
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 5,750,000 | |||||||
Number of shares forfeited | shares | 750,000 | 750,000 | ||||||
Price per share | $ 0.004 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Aggregate purchase price | $ 575 | $ 25,000 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited | shares | 30,000 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Loan from the Sponsor | $ 300,000 | |||||||
Payments For Office Space And Administrative Support Services Per Month | 10,000 | |||||||
Administrative expenses incurred | $ 20,000 | |||||||
Sponsor | Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeited | shares | 5,750,000 | |||||||
Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||||
Number of warrents issued | 6,600,000 | |||||||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||
Proceeds from Issuance of Warrants | $ 6,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Millions | Mar. 31, 2021USD ($)$ / shares |
Related Party Transactions | |
Exercise Price of warrant | $ / shares | $ 1 |
Maximum loans convertible into warrants | $ | $ 1.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2020 | Mar. 31, 2021 |
Commitments and Contingencies | ||
Numbers of units issued | 3,000,000 | |
Deferred fee per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 8.1 | |
Underwriting cash discount per unit | $ 0.20 | |
Cash underwriting fees | $ 4.2 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Warrants exercisable term from the completion of business combination | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months |
Threshold period for filling registration statement within number of days of business combination | 15 days |
Threshold period for filling registration statement within number of days of business combination | 60 days |
Warrants exercisable for cash | shares | 0 |
Public Warrants expiration term | 5 years |
Share Price | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% |
Percentage of adjustment of redemption price of stock based on market value. | 180.00% |
Stock price trigger for redemption of public warrants | $ 18 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member] | |
Share Price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member] | |
Share Price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Public Warrants | |
Warrants outstanding | shares | 11,500,000 |
Private Warrants | |
Warrants outstanding | shares | 6,600,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Feb. 08, 2021 | Dec. 31, 2020 |
Shareholders' Equity (Deficit) | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) - Common Stock Shares (Details) | 3 Months Ended | |||
Mar. 31, 2021$ / sharesshares | Feb. 08, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 29, 2020$ / shares | |
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,114,384 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 2,885,616 | 0 | ||
Common shares, shares outstanding (in shares) | 2,885,616 | 0 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,114,384 | 0 | ||
Class A Common Stock Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,114,384 | 0 | ||
Class A Common Stock Not Subject to Redemption | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 200,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Common shares, shares outstanding (in shares) | 2,885,616 | 0 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | ||
Number of shares forfeited | 750,000 | 750,000 | ||
Ratio to be applied to the stock in the conversion | 20 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's financial assets and liabilities (Details) | Mar. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 230,011,905 |
Liabilities: | |
Derivative warrant liabilities | 17,327,000 |
Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 10,925,000 |
Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | 6,402,000 |
Level 1 | |
Assets: | |
Investments held in Trust Account | 230,011,905 |
Level 1 | Public Warrants | |
Liabilities: | |
Derivative warrant liabilities | 10,925,000 |
Level 3 | Private Placement Warrants | |
Liabilities: | |
Derivative warrant liabilities | $ 6,402,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Feb. 08, 2021 | Mar. 31, 2021 |
Option term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Option term (years | 6 years | 5 years 10 months 9 days |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate for lack of marketability | 17.90 | 17.30 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate for lack of marketability | 0.66 | 1.13 |
Expected dividends | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate for lack of marketability | 0 | 0 |
Probability of successful initial business combination | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate for lack of marketability | 88.3 | 88.3 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Public and Private Warrants | $ 17,755,000 |
Change in fair value of derivative warrant liabilities | (428,000) |
Derivative warrant liabilities at March 31, 2021 | $ 17,327,000 |
Restatement to Prior Period F_3
Restatement to Prior Period Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Feb. 16, 2020 |
Revision to Prior Period Financial Statements [Line Items] | |||||
Assets | $ 231,719,651 | $ 394,805 | |||
Total current liabilities | 198,803 | 399,179 | |||
Deferred underwriting commissions | 8,050,000 | ||||
Derivative warrant liabilities | 17,327,000 | ||||
Total Liabilities | 25,575,803 | 399,179 | |||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 201,143,840 | ||||
Stockholders' Equity | |||||
Preference shares - $0.0001 par value | |||||
Additional paid- in- capital | 5,446,670 | 24,425 | |||
Accumulated deficit | (447,526) | (29,374) | |||
Total Shareholder's Equity | 5,000,008 | (4,374) | $ 2,672 | $ 0 | |
Total Liabilities and Shareholders' Equity | 231,719,651 | 394,805 | |||
Class A Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 289 | ||||
Total Shareholder's Equity | 289 | 0 | |||
Class B Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 575 | 575 | |||
Total Shareholder's Equity | $ 575 | $ 575 | $ 575 | $ 0 | |
As Previously Reported | |||||
Revision to Prior Period Financial Statements [Line Items] | |||||
Assets | $ 233,087,246 | ||||
Total current liabilities | 1,383,026 | ||||
Deferred underwriting commissions | 8,050,000 | ||||
Total Liabilities | 9,433,026 | ||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 218,654,210 | ||||
Stockholders' Equity | |||||
Additional paid- in- capital | 5,056,693 | ||||
Accumulated deficit | (57,371) | ||||
Total Shareholder's Equity | 5,000,010 | ||||
Total Liabilities and Shareholders' Equity | 233,087,246 | ||||
As Previously Reported | Class A Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 113 | ||||
As Previously Reported | Class B Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 575 | ||||
Adjustments | |||||
Revision to Prior Period Financial Statements [Line Items] | |||||
Derivative warrant liabilities | 17,755,000 | ||||
Total Liabilities | 17,755,000 | ||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (17,755,000) | ||||
Stockholders' Equity | |||||
Additional paid- in- capital | 643,703 | ||||
Accumulated deficit | (643,881) | ||||
Adjustments | Class A Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 178 | ||||
As Restated | |||||
Revision to Prior Period Financial Statements [Line Items] | |||||
Assets | 233,087,246 | ||||
Total current liabilities | 1,383,026 | ||||
Deferred underwriting commissions | 8,050,000 | ||||
Derivative warrant liabilities | 17,755,000 | ||||
Total Liabilities | 27,188,026 | ||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 200,899,210 | ||||
Stockholders' Equity | |||||
Additional paid- in- capital | 5,700,396 | ||||
Accumulated deficit | (701,252) | ||||
Total Shareholder's Equity | 5,000,010 | ||||
Total Liabilities and Shareholders' Equity | 233,087,246 | ||||
As Restated | Class A Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | 291 | ||||
As Restated | Class B Common Stock | |||||
Stockholders' Equity | |||||
CommonStockValue | $ 575 |
Restatement to Prior Period F_4
Restatement to Prior Period Financial Statements (Parenthetical) (Details) - $ / shares | Mar. 31, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Feb. 29, 2020 |
Revision to Prior Period Financial Statements [Line Items] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | ||||
Revision to Prior Period Financial Statements [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | 0.0001 | |
Class B Common Stock | ||||
Revision to Prior Period Financial Statements [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |