Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0001823776 | |
Entity Registrant Name | H.I.G. Acquisition Corp. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | No | |
Entity Incorporation, State or Country Code | E9 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Address, State or Province | FL | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Class A ordinary shares included as part of the units | |
Entity Common Stock, Shares Outstanding | 36,394,500 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,098,625 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA.U | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | HIGA WS | |
Security Exchange Name | NYSE | |
Title of 12(g) Security | Redeemable warrants included as part of the units |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,576 | $ 30,103 |
Prepaid expenses | 932,872 | 1,096,949 |
Total current assets | 937,448 | 1,127,052 |
Investments held in Trust Account | 363,960,262 | 363,951,287 |
Total assets | 364,897,710 | 365,078,339 |
Current liabilities: | ||
Accounts payable | 1,224,407 | 58,206 |
Accrued expenses | 37,750 | 98,579 |
Due to related party | 21,280 | 0 |
Total current liabilities | 1,283,437 | 156,785 |
Deferred underwriting commissions | 12,738,075 | 12,738,075 |
Derivative warrant liabilities | 19,233,310 | 23,995,840 |
Total liabilities | 33,254,822 | 36,890,700 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares; 32,664,288 and 32,318,763 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 326,642,880 | 323,187,630 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 11,186,032 | 14,641,247 |
Accumulated deficit | (6,187,307) | (9,642,556) |
Total shareholders' equity | 5,000,008 | 5,000,009 |
Total Liabilities and Shareholders' Equity | 364,897,710 | 365,078,339 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares; 32,664,288 and 32,318,763 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 32,664,288 | 32,318,763 |
Shareholders' Equity | ||
Common Stock, Value, Issued | 373 | 408 |
Common Class B [Member] | ||
Shareholders' Equity | ||
Common Stock, Value, Issued | $ 910 | $ 910 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 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 | 0 |
Common Class A [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 950,000,000 | 950,000,000 |
Ordinary shares, shares issued | 3,730,212 | 4,075,737 |
Ordinary shares, shares outstanding | 3,730,212 | 4,075,737 |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 32,664,288 | 32,318,763 |
Common stock redemption price per share | $ 10 | $ 10 |
Common Class B [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 95,000,000 | 95,000,000 |
Ordinary shares, shares issued | 9,098,625 | 9,098,625 |
Ordinary shares, shares outstanding | 9,098,625 | 9,098,625 |
Condensed Statements of Operati
Condensed Statements of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 1,286,256 |
Administrative expenses - related party | 30,000 |
Loss from operations | (1,316,256) |
Change in fair value of derivative warrant liabilities | 4,762,530 |
Net gain from investments held in Trust Account | 8,975 |
Net income | 3,455,249 |
Common Class A [Member] | |
Net gain from investments held in Trust Account | $ 9,000 |
Weighted average shares outstanding, basic and diluted | shares | 36,394,500 |
Basic and diluted net loss per share | $ / shares | $ 0 |
Common Class B [Member] | |
Net income | $ 3,500,000 |
Weighted average shares outstanding, basic and diluted | shares | 9,098,625 |
Basic and diluted net loss per share | $ / shares | $ 0.38 |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance beginning at Dec. 31, 2020 | $ 5,000,009 | $ 408 | $ 910 | $ 14,641,247 | $ (9,642,556) | |
Balance beginning (Shares) at Dec. 31, 2020 | 4,075,737 | 9,098,625 | ||||
Change in Class A shares subject to possible redemption | (3,455,250) | $ (35) | (3,455,215) | |||
Change in Class A shares subject to possible redemption, (Shares) | (345,525) | |||||
Net income | 3,455,249 | $ 3,500,000 | 3,455,249 | |||
Balance ending at Mar. 31, 2021 | $ 5,000,008 | $ 373 | $ 910 | $ 11,186,032 | $ (6,187,307) | |
Balance ending (Shares) at Mar. 31, 2021 | 3,730,212 | 9,098,625 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,455,249 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (8,975) |
Change in fair value of derivative warrant liabilities | (4,762,530) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 164,077 |
Accounts Payable | 1,166,201 |
Accrued expenses | (60,829) |
Due to related party | 21,280 |
Net cash used in operating activities | (25,527) |
Net change in cash | (25,527) |
Cash - beginning of the period | 30,103 |
Cash - end of the period | 4,576 |
Supplemental disclosure of noncash investing and financing activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 3,455,250 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation Organization and General H.I.G. Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company’s sponsor is H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 20, 2020. The Company consummated the Initial Public Offering of 32,500,000 units (the “Units”) on October 23, 2020. Each Unit consisted of one Class A ordinary share and one-third 45-day Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the first closing of the private placement (the “Private Placement”) and sold an aggregate 5,666,667 warrants (each, a “Private Placement Warrant, and together, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.5 million. Simultaneously with the closing of the Over-Allotment on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the sponsor, generating gross proceeds to the Company of approximately $0.8 million. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placements, approximately $363.9 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment and the Private Placements were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with 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 The Company will provide the holders of its Class A ordinary shares (the “Public Shareholders”), par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share Notwithstanding the foregoing, if the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association 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% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and any director nominees, if applicable, agree 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 October 23, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor and each member of the Company’s management team has agreed to waive their rights to liquidating distributions 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 have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within 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 in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of March 31, 2021, the Company had approximately $5,000 in its operating bank accounts and working deficit of approximately $346,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Through March 31, 2021, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares (as defined in Note 4), the loan under the Note of approximately $237,000 (see Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on October 23, 2020. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, 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. 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 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 Form 10-K/A 24 Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a 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 This may make comparison of the Company’s 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had $363,960,262 and $363,951,287 in cash equivalents, respectively. 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. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised 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 net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred 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 derivative warrant liabilities are expensed as incurred, presented as non-operating 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 815-15. re-assessed The 12,131,500 warrants issued Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement Class A Ordinary Shares Subject to Possible Redemption 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. 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 occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 32,664,288 and 32,318,763 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Income Taxes FASB ASC Topic 740 “Income Taxes” 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 and December 31, 2020. 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 and December 31, 2020. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,317,434 shares of the Company’s ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed consolidated statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On October 23, 2020, the Company consummated the Initial Public Offering of 32,500,000 Units, at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.6 million, inclusive of approximately $11.4 million in deferred underwriting commissions. The underwriter is granted a 45-day Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 3, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 19,406,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Founder Shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect all shares surrendered. The Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on November 25, 2020; thus, only 245,125 shares of Class B ordinary shares were forfeited in conjunction with the underwriters’ partial exercise of the over-allotment. The Sponsor transferred to four independent directors of the Company an aggregate of 35,000 Founder Shares each, for a total of 140,000 shares, in September 2020. The Sponsor and the Company’s directors and executive officers have 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) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the Private Placement of an aggregate of 5,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.5 million. Simultaneously with the closing of the Over-Allotment on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.8 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be 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 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 September 3, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $237,000 under the Note. The Company repaid this Note in full on October 23, 2020. A 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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 $4.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On October 23, 2020, the Company entered into an agreement to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred approximately $30,000 for these services which is included in Administrative expenses — related party on the accompanying condensed statement of operations. outstanding balance in accounts payable under the agreement as of March 31, 2021 and December 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide 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 Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.3 million in the aggregate, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, $0.35 per unit, or approximately $12.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative warrant liabilities | Note 6 — Derivative Warrant Liabilities As of March 31, 2021 and December 31, 2020, the Company has 12,131,500 and 6,185,934 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per whole share, and 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 an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 consummation 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 the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | Note 7 — Shareholders’ Equity Preference Shares — Class A Ordinary Shares — respectively, of Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other Significant Other (Level 3) Assets: Investments held in Trust Account $ 363,960,262 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 12,738,080 $ — $ — Derivative warrant liabilities - Private $ — $ 6,495,230 $ — December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other Significant Other (Level 3) Assets: Investments held in Trust Account $ 363,951,287 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 15,892,270 $ — $ — Derivative warrant liabilities - Private $ — $ 8,103,570 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants transferred to a Level 2 measurement by referring to the market price of the Public Warrants. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 2020. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants. For the three months ended March 31, 2021, the Company recognized a gain to the condensed statement of operations resulting from a decrease in the fair value of liabilities of approximately $4.8 million presented as change in fair value of derivative warrant liabilities on the accompanying condensed statement of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021 and December 31, 2020, the Company had $363,960,262 and $363,951,287 in cash equivalents, respectively. |
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. As of March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised 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 net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurement | 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, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. |
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 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 derivative warrant liabilities are expensed as incurred, presented as non-operating |
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 815-15. re-assessed The 12,131,500 warrants issued Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption 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. 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 occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 32,664,288 and 32,318,763 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Income Taxes | Income Taxes FASB ASC Topic 740 “Income Taxes” 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 and December 31, 2020. 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 and December 31, 2020. 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. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 18,317,434 shares of the Company’s ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed consolidated statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class |
Recent Issued Accounting Standards | Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Laibilities Measured At Fair Value | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices in Active (Level 1) Significant Other Significant Other (Level 3) Assets: Investments held in Trust Account $ 363,960,262 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 12,738,080 $ — $ — Derivative warrant liabilities - Private $ — $ 6,495,230 $ — December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other Significant Other (Level 3) Assets: Investments held in Trust Account $ 363,951,287 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 15,892,270 $ — $ — Derivative warrant liabilities - Private $ — $ 8,103,570 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 03, 2020 |
Common stock, price per public share | $ 10 | |||||
Percentage of aggregate public shares restricted from redeem | 15.00% | |||||
Business combination within in the combination period, possible per share value of residual assets remaining available for distribution | $ 10 | |||||
Cash | $ 4,576 | $ 30,103 | ||||
Net working capital | 346,000 | |||||
Sponsor [Member] | ||||||
Initial public offering, units | 35,000 | |||||
Contribution from the sponsor | 25,000 | |||||
Sponsor And Other Related Parties [Member] | ||||||
Proceeds from notes payable short term | 237,000 | |||||
Maximum [Member] | ||||||
Public shares redeemable amount limit of net tangible assets | 5,000,001 | |||||
Business combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | |||||
Minimum [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Percentage of aggregate public shares restricted from redeem | 100.00% | |||||
Percentage Of Ownership In Investment Company Post Business Combination [Member] | ||||||
Equity method investment, ownership percentage | 50.00% | |||||
Trust account [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Initial public offering, gross proceeds | $ 363,900,000 | |||||
Trust account [Member] | Minimum [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Common Class A [Member] | ||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | ||||
Common stock, price per public share | 9.20 | |||||
Common Class B [Member] | ||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | $ 0.0001 | |||
IPO [Member] | ||||||
Initial public offering, units | 32,500,000 | |||||
Initial public offering, price per unit | $ 10 | |||||
Initial public offering, gross proceeds | $ 325,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Initial public offering, units | 3,894,500 | 4,875,000 | ||||
Initial public offering, price per unit | $ 10 | |||||
Initial public offering, gross proceeds | $ 38,900,000 | |||||
Deferred underwriting fee | 1,400,000 | |||||
Additional offering costs | $ 2,100,000 | |||||
Over-Allotment Option [Member] | Common Class B [Member] | ||||||
Initial public offering, units | 3,894,500 | |||||
Initial public offering, gross proceeds | $ 38,900,000 | |||||
Deferred underwriting fee | 1,400,000 | |||||
Additional offering costs | $ 2,100,000 | |||||
Private Placement [Member] | ||||||
Initial public offering, units | 5,666,667 | |||||
Initial public offering, price per unit | $ 1.50 | |||||
Initial public offering, private placement gross proceeds | $ 8,500,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Initial public offering, units | 5,666,667 | |||||
Initial public offering, price per unit | $ 1.50 | |||||
Initial public offering, private placement gross proceeds | $ 8.5 | |||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | |||||
Proceeds from Issuance of Warrants | $ 0.8 | |||||
Private Placement [Member] | Common Class A [Member] | ||||||
Ordinary shares, par value | $ 11.50 | |||||
Private Placement [Member] | Common Class A [Member] | Sponsor [Member] | ||||||
Ordinary shares, par value | $ 11.50 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Sep. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Investments held in Trust Account | $ 363,960,262 | $ 363,960,262 | $ 363,951,287 | |
Federal depository insurance coverage | 250,000 | 250,000 | ||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 326,642,880 | $ 326,642,880 | 323,187,630 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 18,317,434 | |||
Net income | $ 3,455,249 | |||
Net gain from investments held in Trust Account | $ 8,975 | |||
Warrant [Member] | Private Placement Warrants [Member] | ||||
Stock issued during period shares, warrants issued | 6,185,934 | |||
IPO [Member] | Warrant [Member] | ||||
Stock issued during period shares, warrants issued | 12,131,500 | |||
Trust account [Member] | ||||
Term of marketable securities held in Trust Account | 185 days | |||
Common Class A [Member] | ||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 32,664,288 | $ 32,664,288 | $ 32,318,763 | |
Net gain from investments held in Trust Account | 9,000 | |||
Common Class B [Member] | ||||
Net income | $ 3,500,000 | |||
Stock issued during period shares, warrants issued | 19,406,250 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 01, 2020 | Oct. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Common Class A [Member] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||
IPO [Member] | ||||
Initial public offering, units | 32,500,000 | |||
Initial public offering, price per unit | $ 10 | |||
Initial public offering, gross proceeds | $ 325 | |||
Initial public offering, offering costs | 18.6 | |||
Initial public offering, deferred underwriting commissions | $ 11.4 | |||
Over-Allotment Option [Member] | ||||
Initial public offering, units | 3,894,500 | 4,875,000 | ||
Initial public offering, price per unit | $ 10 | |||
Initial public offering, gross proceeds | $ 38.9 | |||
Additional Offering Costs | 2.1 | |||
Deferred underwriting fee | $ 1.4 | |||
Private Placement [Member] | ||||
Initial public offering, units | 5,666,667 | |||
Initial public offering, price per unit | $ 1.50 | |||
Private Placement [Member] | Common Class A [Member] | ||||
Ordinary shares, par value | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Sep. 03, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Offering costs for an aggregate price | $ 25,000 | |||||||||
Warrants exercise price per shares | $ 11.50 | $ 11.50 | ||||||||
Due to related party,Oustanding Balnce | $ 21,280 | $ 0 | $ 21,280 | $ 0 | ||||||
Amounts due to related party | $ 54,000 | $ 24,000 | $ 54,000 | $ 24,000 | ||||||
Share Price More Than Or Equals To USD tweleve [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||||||
Public Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | |||||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares issued | 5,666,667 | |||||||||
Initial Public Offering, price per unit | $ 1.50 | |||||||||
Initial Public Offering, private placement gross proceeds | $ 8,500,000 | |||||||||
Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Initial Public Offering, price per unit | $ 10 | $ 10 | ||||||||
Minimum [Member] | Share Price More Than Or Equals To USD tweleve [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares common stock subject to repurchase Or cancellation | 3,593,750 | |||||||||
Percentage of founder shares from related party | 20.00% | |||||||||
Maximum number of shares | 140,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares issued | 35,000 | |||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||||
Line of credit facility maximum borrowing capacity | 300,000 | |||||||||
Line of credit facility current borrowing capacity | $ 237,000 | |||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
No of shares issued | 5,666,667 | |||||||||
Initial Public Offering, price per unit | $ 1.50 | |||||||||
Initial Public Offering, private placement gross proceeds | $ 8.5 | |||||||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | |||||||||
Proceeds from Issuance of Warrants | $ 0.8 | |||||||||
Sponsor [Member] | Administration Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Amounts of Transaction | $ 30,000 | |||||||||
Related party loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loan | $ 4,500,000 | $ 4,500,000 | ||||||||
Conversion price for warrants | $ 1.50 | $ 1.50 | ||||||||
Office Space Secretarial And Administrative Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares common stock subject to repurchase Or cancellation | 32,664,288 | 32,318,763 | ||||||||
Common stock shares outstanding | 3,730,212 | 4,075,737 | 3,730,212 | 4,075,737 | ||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Closing Share Threshold Price | $ 12 | $ 12 | ||||||||
Common Class A [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | 11.50 | 11.50 | ||||||||
Warrants exercise price per shares | 11.50 | 11.50 | ||||||||
Common Class A [Member] | Sponsor [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 11.50 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period | shares | 19,406,250 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares common stock subject to repurchase Or cancellation | 6,468,750 | |||||||||
Common stock shares outstanding | 9,098,625 | 9,098,625 | 9,343,750 | 9,098,625 | 9,098,625 | |||||
Shares were subject to forfeiture | 245,125 | |||||||||
Common Class B [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares were subject to forfeiture | 1,218,750 | 1,218,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Option to purchase additional units | 4,875,000 | |||
Underwriting discount per unit | $ 0.20 | |||
Underwriting discount value | $ 7,300,000 | |||
Deferred underwriting commissions per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 12,738,075 | $ 12,738,075 | ||
Over-Allotment Option [Member] | ||||
Deferred underwriting fee | $ 1,400,000 | |||
Issuance of Class B ordinary shares to Sponsor (Shares) | 3,894,500 | 4,875,000 | ||
Initial public offering, gross proceeds | $ 38,900,000 | |||
Additional offering costs | 2,100,000 | |||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Deferred underwriting fee | $ 1,400,000 | |||
Issuance of Class B ordinary shares to Sponsor (Shares) | 3,894,500 | |||
Initial public offering, gross proceeds | $ 38,900,000 | |||
Additional offering costs | $ 2,100,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Warrants and rights outstanding, term | 5 years | |
Sale of stock, price per share | $ 10 | |
Redemption of shares per warrant | $ 0.361 | |
Public Warrants [Member] | ||
Number of warrants outstanding | 12,131,500 | 12,131,500 |
Private Placement Warrants [Member] | ||
Number of warrants outstanding | 6,185,934 | 6,185,934 |
Redemption Trigger Price One [Member] | ||
Redemption of warrants price per share | $ 18 | |
Redemption price per warrant | 0.01 | |
Share price | 18 | |
Redemption Trigger Price Two [Member] | ||
Redemption of warrants price per share | 10 | |
Redemption price per warrant | 0.10 | |
Share price | 10 | |
Redemption Trigger Price Two [Member] | Maximum [Member] | ||
Share price | 18 | |
Common Class A [Member] | ||
Sale of stock, price per share | $ 9.20 | |
Percent of equity proceeds | 60.00% | |
Volume weighted average trading price | $ 9.20 | |
Percent of exercise price of warrant to market value | 115.00% | |
Share redemption price | $ 18 | |
Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Percent of exercise price of warrant to market value | 180.00% | |
Share redemption price | $ 10 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 03, 2020 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 323,187,630 | $ 326,642,880 | ||||||
Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common Class A [Member] | ||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares, outstanding | 4,075,737 | 3,730,212 | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 32,318,763 | $ 32,664,288 | ||||||
Common stock shares outstanding subject to possible redemption | 36,394,500 | 36,394,500 | ||||||
Common stock shares issued subject to possible redemption | 36,394,500 | 36,394,500 | ||||||
Common Class B [Member] | ||||||||
Common stock, shares authorized | 95,000,000 | 95,000,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares, outstanding | 9,343,750 | 9,098,625 | 9,098,625 | |||||
Sale of stock, number of shares issued | 19,406,250 | |||||||
Number of shares surrender | 3,593,750 | 6,468,750 | ||||||
Shares subject to forfeiture | 1,218,750 | |||||||
Sale of stock, percentage of ownership before transaction | 20.00% | |||||||
Percent of shares on converted basis | 20.00% | |||||||
Shares were subject to forfeiture | 245,125 | |||||||
Common Class B [Member] | Maximum [Member] | ||||||||
Shares were subject to forfeiture | 1,218,750 | 1,218,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Class of Warrant or Right [Line Items] | |
Decrease in Fair Value of Liabilities Presented in Derivative Warrant Liabilities | $ 4.8 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Derivative warrant liabilities | $ 19,233,310 | $ 23,995,840 |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Investments held in Trust Account | 363,960,262 | 363,951,287 |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 12,738,080 | 15,892,270 |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 6,495,230 | $ 8,103,570 |