Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-39844 | |
Entity Registrant Name | POEMA GLOBAL HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1561530 | |
Entity Address, Address Line One | 101 Natoma St., 2F | |
Entity Address, City or Town | San Francisco | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 432-8880 | |
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 | 0001826333 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A ordinary share, 0.0001 par value, and one-half of one warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary share, 0.0001 par value, and one-half of one warrant | |
Trading Symbol | PPGHU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | PPGH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Redeemable warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | PPGHW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash | $ 693,310 | |
Prepaid expenses | 853,864 | |
Total current assets | 1,547,174 | |
Deferred offering costs | $ 436,792 | |
Cash and investments held in Trust Account | 345,059,877 | |
Total Assets | 346,607,051 | 436,792 |
Liabilities and Shareholders' Equity | ||
Accounts payable and accrued expenses | 36,420 | 320,829 |
Promissory note - Related party | 112,914 | 98,016 |
Total current liabilities | 149,334 | 418,845 |
Deferred underwriting commissions | 12,075,000 | |
Warranty liabilities | 14,657,500 | |
Total Liabilities | 26,881,834 | 418,845 |
Commitments | ||
Shareholders' Equity: | ||
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,137 | |
Retained Earnings (Accumulated Deficit), Total | 4,998,841 | (7,053) |
Total Stockholders' equity | 5,000,007 | 17,947 |
Total Liabilities and Shareholders' Equity | 346,607,051 | 436,792 |
Class A Ordinary shares | ||
Shareholders' Equity: | ||
Total Stockholders' equity | 303 | |
Class A Ordinary shares Subject to Redemption | ||
Liabilities and Shareholders' Equity | ||
Class A ordinary shares subject to possible redemption, 31,472,521 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively | 314,725,210 | |
Class A Ordinary shares Not Subject to Redemption | ||
Shareholders' Equity: | ||
Common stock Value | 303 | |
Class B Ordinary shares | ||
Shareholders' Equity: | ||
Common stock Value | 863 | 863 |
Total Stockholders' equity | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Temporary equity, shares outstanding | 287,820,089 | ||
Class A Ordinary shares | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | 500,000,000 | |
Common shares, shares issued | 34,500,000 | 0 | |
Common shares, shares outstanding | 34,500,000 | 0 | |
Temporary equity, shares outstanding | 31,472,521 | 0 | |
Class A Ordinary shares Subject to Redemption | |||
Temporary equity, shares outstanding | 31,472,521 | 0 | |
Class A Ordinary shares Not Subject to Redemption | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 500,000,000 | 500,000,000 | |
Common shares, shares issued | 3,027,479 | 0 | |
Common shares, shares outstanding | 3,027,479 | 0 | |
Class B Ordinary shares | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | 50,000,000 | |
Common shares, shares issued | 8,625,000 | 8,625,000 | |
Common shares, shares outstanding | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Operating costs | $ 368,448 |
Loss from operations | (368,448) |
Other income (expense): | |
Interest income on operating account | (22) |
Interest earned on cash and marketable securities held in Trust Account | 59,877 |
Offering costs allocated to warrants | (1,534,661) |
Change in fair value of warrant liability | 21,828,450 |
Total other income (expense) | 20,353,688 |
Net income | $ (19,985,240) |
Class A Ordinary shares | |
Other income (expense): | |
Weighted average shares outstanding, basic and diluted | shares | 34,500,000 |
Class B Ordinary shares | |
Other income (expense): | |
Net income | $ (19,985,240) |
Weighted average shares outstanding, basic and diluted | shares | 8,536,517 |
Basic and diluted net income per common share | $ / shares | $ 2.33 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($) | Class A Ordinary shares | Class B Ordinary shares | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 31, 2020 | $ 863 | $ 24,137 | $ (7,053) | $ 17,947 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 8,625,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of units in initial public offering net of offering cost and initial fair value of public warrant liabilities | $ 3,450 | 299,718,580 | 0 | 299,722,030 | |
Sale of units in initial public offering net of offering cost and initial fair value of public warrant liabilities (in shares) | 34,500,000 | ||||
Net income | $ 19,985,240 | 0 | 19,985,240 | 19,985,240 | |
Class A ordinary shares subject to possible redemption | $ (3,147) | (299,742,717) | (14,979,346) | (314,725,210) | |
Class A ordinary shares subject to possible redemption (in shares) | (31,472,521) | ||||
Balance at the end at Mar. 31, 2021 | $ 303 | $ 863 | $ 0 | $ 4,998,841 | $ 5,000,007 |
Balance at the end (in shares) at Mar. 31, 2021 | 3,027,479 | 8,625,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 19,985,240 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on cash and marketable securities held in Trust Account | (59,877) |
Change in fair value of warrant liability | (21,828,450) |
Offering costs allocated to warrants | 1,534,661 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (853,864) |
Accrued costs and expenses | 36,420 |
Net cash used in operating activities | (1,185,870) |
Cash Flows from Investing Activities: | |
Investment held in Trust Account | 345,000,000 |
Net cash used in investing activities | (345,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting commissions | 338,100,000 |
Proceeds from issuance of Private Placement Warrants | 9,400,000 |
Proceeds from promissory note - related party | 14,898 |
Payment of offering costs | (635,718) |
Net cash provided by financing activities | 346,879,180 |
Net Change in Cash | 693,310 |
Cash, end of the period | 693,310 |
Supplemental disclosure of cash flow information: | |
Deferred underwriting commissions payable charged to additional paid-in capital | 12,075,000 |
Initial value of Class A ordinary shares subject to possible redemption | 287,820,090 |
Change in value of Class A ordinary shares subject to possible redemption | $ 26,905,120 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Poema Global Holdings Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 25, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (the “IPO”) 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 cash and cash equivalents from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2021 (the “Effective Date”). On January 8, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), including the issuance of 4,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of Class A ordinary shares, $0.0001 par value, and one -half of one redeemable warrant, with each whole warrant entitling its holder to purchase one share of Class A ordinary shares at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000 (Note 4). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate of 9,400,000 warrants (“Private Placement Warrants”) to purchase Class A ordinary shares, each at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,400,000 (Note 5). Transaction costs amounted to $19,547,335, consisting of $6,900,000 of underwriting commissions, $12,075,000 of deferred underwriting commissions and $572,335 of other offering costs. Following the closing of the IPO on January 8, 2021, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement was placed in a trust account (“Trust Account”) which was be invested in 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from January 8, 2021 (the “Combination Period”), the closing of the IPO. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the 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 a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its 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 an interest in the target business or assets 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 the outstanding 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. 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, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights (including redemption rights) or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its 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 acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO 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 (except the Company’s independent registered public accounting firm), prospective target businesses and 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — 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 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. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on January 7, 2021 and January 14, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in 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 auditor 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 the comparison of the Company’s financial statements 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. Use of Estimates The preparation of these financial statements in conformity with U.S. 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 these financial statements. 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 these 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. 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 upon the completion of the IPO. 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 Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity Income Taxes ASC Topic 740 prescribes a recognition threshold and measurement attributes for these financial statements recognition and measurements of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 deferred tax assets were deemed to be de minimis as of March 31, 2021 and December 31, 2020. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. Net Income Per Ordinary Share Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 26,650,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share. The since the average market price of the Company’s stock for the three months ended March 31, 2021 was below the Warrants’ $11.50 exercise price. As a result, diluted income per ordinary share is the same as basic net income per ordinary share for the period presented. Reconciliation of Net Income per Ordinary Share The Company’s condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Accordingly, basic and diluted income per ordinary share of Class A ordinary share and Class B ordinary share is calculated as follows: Three Months Ended March 31, 2021 Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 59,877 Less: Interest income available to the Company for taxes — Adjusted net income $ 59,877 Weighted average shares outstanding of Class A ordinary share 34,500,000 Basic and diluted net loss per share, Class A ordinary share $ — Net Income per share for Class B ordinary share: Net income $ 19,985,240 Less: Income attributable to Class A ordinary share 59,877 Adjusted net income $ 19,925,363 Weighted average shares outstanding of Class B ordinary share 8,536,517 Basic and diluted net income per share, Class B ordinary share $ 2.33 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 —Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 —Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 —Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On January 8, 2021, the Company sold 34,500,000 Units at a price of $10.00 per Unit, including the issuance of 4,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of Class A ordinary shares, par value $0.0001 per share and one -half of one redeemable warrant (each, a “Public Warrant”). Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share. 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 IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use 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 share, subject to adjustments, 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 the 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 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 when the price per Class A ordinary share equals or exceeds $18.00 : Once the warrants become exercisable, the Company may call the outstanding 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 day s’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A 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 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 warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of 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). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,872,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,872,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 30, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 7,187,500 shares of the Company’s Class B ordinary shares (the “Founder Shares”). On January 5, 2021, the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares, resulting in 8,625,000 shares of Class B ordinary shares being issued and outstanding. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. On January 8, 2021, the underwriters fully exercised their over-allotment option, hence; 1,125,000 Founder Shares were no longer subject to forfeiture, resulting in an aggregate of 8,625,000 Founder Shares outstanding at March 31, 2021. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and was due on the earlier of March 31, 2021 and the closing of the IPO. As of March 31, 2021, the Company has borrowed $112,914 under the promissory note and is due on demand. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is 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 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, other than the interest on such proceeds that may be released for working capital purposes. 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 $1,500,000 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, no Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 8, 2021, the underwriters exercised the over-allotment in full, purchasing an additional 4,500,000 Units. On January 8, 2021, the underwriters were paid cash underwriting commissions of 2% of the gross proceeds of the IPO, totaling $6,900,000 . In addition, $0.35 per unit, or approximately $12,075,000 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 is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary shares each. At March 31, 2021 and December 31, 2020, there were 34,500,000 and 0 shares issued and outstanding , including 31,472,521 and no shares subject to possible redemption, respectively. Class B Ordinary shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At March 31, 2021 and December 31, 2020, there were 8,625,000 shares issued and outstanding. 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 the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
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 assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 345,058,937 $ 345,058,937 $ — $ — $ 345,058,937 $ 345,058,937 $ — $ — Liabilities: Public Warrants: Liabilities $ 9,487,500 $ 9,487,500 $ — $ — Private Placement Warrants: Liabilities 5,170,000 — — 5,170,000 $ 14,657,500 $ 9,487,500 $ — $ 5,170,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. The Company established the initial fair value of the Public Warrants on January 8, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and as of March 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on January 8, 2021 and on March 31, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The key inputs into the Monte Carlo simulation and the Modified Black Scholes calculation as of January 8, 2021 and March 31, 2021 were as follows: (Initial Measurement) January 8, 2021 March 31, 2021 Inputs Risk-free interest rate 0.65 % 1.13 % Expected term (years) 1.0 0.88 Expected volatility 25 % 23 % Notional Exercise price $ 11.50 $ 11.50 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Revision to Prior Period Financial Statements | |
Revision to Prior Period Financial Statements | Note 9 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated January 8, 2021, filed on Form 8-K on January 14, 2021 (the “Post-IPO Balance Sheet”). 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 January 14, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. 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 (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on January 14, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period. The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows: As of January 8, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 42,050,521 $ 42,050,521 Total Liabilities 13,544,396 42,050,521 55,594,917 Shares Subject to Redemption 329,870,610 (42,050,521) 287,820,089 Class A Common Stock 151 421 572 Class B Common Stock 863 — 863 Additional Paid in Capital 5,006,040 7,098,811 12,104,851 (Accumulated Deficit) (7,053) (7,099,232) (7,106,285) Total Stockholders’ Equity $ 5,000,001 $ — $ 5,000,001 |
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 after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 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. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on January 7, 2021 and January 14, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in 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 auditor 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 the comparison of the Company’s financial statements 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. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. 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 these financial statements. 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 these 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. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. 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 upon the completion of the IPO. |
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 Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and measurement attributes for these financial statements recognition and measurements of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 deferred tax assets were deemed to be de minimis as of March 31, 2021 and December 31, 2020. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2021. |
Net Loss per Common Share | Net Income Per Ordinary Share Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 26,650,000 of the Company’s Class A ordinary shares in the calculation of diluted income per share. The since the average market price of the Company’s stock for the three months ended March 31, 2021 was below the Warrants’ $11.50 exercise price. As a result, diluted income per ordinary share is the same as basic net income per ordinary share for the period presented. Reconciliation of Net Income per Ordinary Share The Company’s condensed statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Accordingly, basic and diluted income per ordinary share of Class A ordinary share and Class B ordinary share is calculated as follows: Three Months Ended March 31, 2021 Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 59,877 Less: Interest income available to the Company for taxes — Adjusted net income $ 59,877 Weighted average shares outstanding of Class A ordinary share 34,500,000 Basic and diluted net loss per share, Class A ordinary share $ — Net Income per share for Class B ordinary share: Net income $ 19,985,240 Less: Income attributable to Class A ordinary share 59,877 Adjusted net income $ 19,925,363 Weighted average shares outstanding of Class B ordinary share 8,536,517 Basic and diluted net income per share, Class B ordinary share $ 2.33 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 —Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 —Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 —Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Schedule of reconciliation of net loss per common share | Three Months Ended March 31, 2021 Net Income per share for Class A ordinary share: Interest income earned on securities held in the Trust Account $ 59,877 Less: Interest income available to the Company for taxes — Adjusted net income $ 59,877 Weighted average shares outstanding of Class A ordinary share 34,500,000 Basic and diluted net loss per share, Class A ordinary share $ — Net Income per share for Class B ordinary share: Net income $ 19,985,240 Less: Income attributable to Class A ordinary share 59,877 Adjusted net income $ 19,925,363 Weighted average shares outstanding of Class B ordinary share 8,536,517 Basic and diluted net income per share, Class B ordinary share $ 2.33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets and financial liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 345,058,937 $ 345,058,937 $ — $ — $ 345,058,937 $ 345,058,937 $ — $ — Liabilities: Public Warrants: Liabilities $ 9,487,500 $ 9,487,500 $ — $ — Private Placement Warrants: Liabilities 5,170,000 — — 5,170,000 $ 14,657,500 $ 9,487,500 $ — $ 5,170,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | (Initial Measurement) January 8, 2021 March 31, 2021 Inputs Risk-free interest rate 0.65 % 1.13 % Expected term (years) 1.0 0.88 Expected volatility 25 % 23 % Notional Exercise price $ 11.50 $ 11.50 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revision to Prior Period Financial Statements | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As of January 8, 2021 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 42,050,521 $ 42,050,521 Total Liabilities 13,544,396 42,050,521 55,594,917 Shares Subject to Redemption 329,870,610 (42,050,521) 287,820,089 Class A Common Stock 151 421 572 Class B Common Stock 863 — 863 Additional Paid in Capital 5,006,040 7,098,811 12,104,851 (Accumulated Deficit) (7,053) (7,099,232) (7,106,285) Total Stockholders’ Equity $ 5,000,001 $ — $ 5,000,001 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Jan. 08, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of Private Placement Warrants | $ 9,400,000 | |
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% | |
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent | 15.00% | |
Share price | $ 10 | |
Transaction Costs | $ 19,547,335 | |
Underwriting fees | 6,900,000 | |
Deferred underwriting commissions | 12,075,000 | |
Other offering costs | 572,335 | |
Cash held outside the Trust Account | $ 693,310 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 34,500,000 | 4,500,000 |
Purchase price, per unit | $ 10 | |
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |
Share price | $ 10 | $ 10 |
Number of units issued | 34,500,000 | |
Gross proceeds from sale of units | $ 345,000,000 | $ 345,000,000 |
Deferred underwriting commissions | $ 12,075,000 | |
IPO | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 11.50 | |
Common shares, par value, (per share) | $ 0.0001 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares per warrant | 1 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 9,400,000 | |
Proceeds from issuance , gross | $ 9,400,000 | |
Price of warrant | $ 1 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 4,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | |
Federal Depository Insurance Coverage | $ 250,000 | ||
Anti-dilutive securities attributable to warrants (in shares) | 26,650,000 | ||
Exercise price of warrants | $ 11.50 | ||
Temporary equity, shares outstanding | 287,820,089 | ||
Class A Ordinary shares | |||
Temporary equity, shares outstanding | 31,472,521 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Net income | $ 19,985,240 |
Class A Ordinary shares | |
Interest income earned on securities held in the Trust Account | 59,877 |
Adjusted net income | $ 59,877 |
Weighted average shares outstanding, basic and diluted | shares | 34,500,000 |
Class B Ordinary shares | |
Net income | $ 19,985,240 |
Less: Income attributable to shares subject to possible redemption | 59,877 |
Adjusted net income | $ 19,925,363 |
Weighted average shares outstanding, basic and diluted | shares | 8,536,517 |
Basic and diluted net income per common share | $ / shares | $ 2.33 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jan. 08, 2021$ / sharesshares | Mar. 31, 2021D$ / sharesshares | Dec. 31, 2020$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Share price | 10 | ||
Class A Ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | 0.0001 | $ 0.0001 | |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
Public Warrant exercisable term after the completion of a business combination | 30 days | ||
Public Warrents excecisable term from the closing of the initial public offering | 12 months | ||
Threshold period for filling registration statement after business combination | 20 days | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | ||
Public Warrants expiration term | 5 years | ||
Fair market value per share | $ 0.361 | ||
Number of trading days on which fair market value of shares is reported | D | 10 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock price tigger for redemption of public warrants (in dollars per share) | $ 10 | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Adjustment of redemption price of warrants based on market value and newly issued price (as a percent) | 180.00% | ||
Redemption period | 30 days | ||
Threshold consecutive trading days for redemption of public warrants | D | 20 | ||
Threshold Number of Business Days Before Sending Notice of Redemption to Warrant Holders | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price tigger for redemption of public warrants (in dollars per share) | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | ||
Redemption period | 30 days | ||
Threshold trading days for redemption of public warrants | D | 20 | ||
Public Warrants | Class A Ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | ||
Threshold consecutive trading days for redemption of public warrants | D | 20 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of new units issued during the period. | shares | 34,500,000 | 4,500,000 | |
Purchase price, per unit | $ 10 | ||
Share price | 10 | $ 10 | |
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | 0.0001 | ||
Purchase price, per unit | $ 11.50 | ||
Number of shares in a unit | shares | 1 | ||
Number of warrants in a unit | shares | 0.5 | ||
Number of shares issuable per warrant | shares | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of new units issued during the period. | shares | 4,500,000 |
Private Placement (Details)
Private Placement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 9,400,000 |
Exercise price of warrant | $ 11.50 |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 9,400,000 |
Price of warrants | $ 1 |
Private Placement | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 8,872,000 |
Price of warrants | $ 1 |
Aggregate purchase price | $ | $ 8,872,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jan. 05, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2020 |
Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 | |||
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 | |||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares outstanding (in shares) | 8,625,000 | ||||
Founder Shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 0 | ||||
Founder Shares | Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Common shares, shares issued (in shares) | 8,625,000 | ||||
Common shares, shares outstanding (in shares) | 8,625,000 | ||||
Shares subject to forfeiture | 1,125,000 | ||||
Founder Shares | Sponsor | Class B Ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Number of shares issued | 7,187,500 | ||||
Share dividend | 0.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 31, 2021USD ($)$ / shares |
Promissory Note with Related Party | |
Related Party Transaction [Line Items] | |
Maximum borrowing capacity of related party promissory note | $ 300,000 |
Outstanding balance of related party note | 112,914 |
Related Party Loans | |
Related Party Transaction [Line Items] | |
Loan conversion agreement warrant | $ 1,500,000 |
Related Party Loans | Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Price of warrant | $ / shares | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 08, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares |
Granted Term | 45 days | |
Deferred underwriting commissions | $ 12,075,000 | |
Over-allotment option | ||
Number of new units issued during the period. | shares | 4,500,000 | |
IPO | ||
Number of new units issued during the period. | shares | 34,500,000 | 4,500,000 |
Cash underwriting commission | 2 | |
Cash underwriting commission paid | $ 6,900,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ 12,075,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | 3 Months Ended | ||
Mar. 31, 2021Vote$ / sharesshares | Jan. 08, 2021shares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Common shares, votes per share | Vote | 1 | ||
Shares Subject to Redemption, outstanding (in shares) | 287,820,089 | ||
Class A Ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 34,500,000 | 0 | |
Common shares, shares outstanding (in shares) | 34,500,000 | 0 | |
Shares Subject to Redemption, outstanding (in shares) | 31,472,521 | 0 | |
Class A Ordinary shares Subject to Redemption | |||
Class of Stock [Line Items] | |||
Shares Subject to Redemption, outstanding (in shares) | 31,472,521 | 0 | |
Class A Ordinary shares Not Subject to Redemption | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 3,027,479 | 0 | |
Common shares, shares outstanding (in shares) | 3,027,479 | 0 | |
Class B Ordinary shares | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 | |
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 | |
Ratio to be applied to the stock in the conversion | 20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2021 | Jan. 08, 2021 |
Assets: | ||
U.S. Treasury Securities held in Trust Account | $ 345,059,877 | |
Total | 345,058,937 | |
Liabilities: | ||
Warranty liabilities | 14,657,500 | $ 42,050,521 |
Total | 14,657,500 | |
Public Warrants | ||
Liabilities: | ||
Warranty liabilities | 9,487,500 | |
Private Placement Warrants | ||
Liabilities: | ||
Warranty liabilities | 5,170,000 | |
U.S. Treasury Securities | ||
Assets: | ||
U.S. Treasury Securities held in Trust Account | 345,058,937 | |
Level 1 | ||
Assets: | ||
Total | 345,058,937 | |
Liabilities: | ||
Total | 9,487,500 | |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warranty liabilities | 9,487,500 | |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
U.S. Treasury Securities held in Trust Account | 345,058,937 | |
Level 3 | ||
Liabilities: | ||
Total | 5,170,000 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warranty liabilities | $ 5,170,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) | Mar. 31, 2021$ / shares | Jan. 08, 2021$ / shares |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 1.13 | 0.65 |
Expected term (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 0.88 | 1 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 23 | 25 |
Notional Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement Input | 11.50 | 11.50 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Jan. 08, 2021 | Dec. 31, 2020 |
Revision to Prior Period Financial Statements | |||
Warranty liabilities | $ 14,657,500 | $ 42,050,521 | |
Total Liabilities | 26,881,834 | $ 55,594,917 | $ 418,845 |
Shares Subject to Redemption, outstanding (in shares) | 287,820,089 | ||
Additional Paid in Capital | $ 12,104,851 | 24,137 | |
(Accumulated Deficit) | 4,998,841 | (7,106,285) | (7,053) |
Total Stockholders' equity | $ 5,000,007 | 5,000,001 | $ 17,947 |
Class A Ordinary shares | |||
Revision to Prior Period Financial Statements | |||
Shares Subject to Redemption, outstanding (in shares) | 31,472,521 | 0 | |
Common stock Value | 572 | ||
Total Stockholders' equity | $ 303 | ||
Class B Ordinary shares | |||
Revision to Prior Period Financial Statements | |||
Common stock Value | 863 | 863 | $ 863 |
Total Stockholders' equity | $ 863 | $ 863 | |
As Reported | Restatement of warrants as derivative liabilities | |||
Revision to Prior Period Financial Statements | |||
Total Liabilities | $ 13,544,396 | ||
Shares Subject to Redemption, outstanding (in shares) | 329,870,610 | ||
Additional Paid in Capital | $ 5,006,040 | ||
(Accumulated Deficit) | (7,053) | ||
Total Stockholders' equity | 5,000,001 | ||
As Reported | Restatement of warrants as derivative liabilities | Class A Ordinary shares | |||
Revision to Prior Period Financial Statements | |||
Common stock Value | 151 | ||
As Reported | Restatement of warrants as derivative liabilities | Class B Ordinary shares | |||
Revision to Prior Period Financial Statements | |||
Common stock Value | 863 | ||
Adjustment | Restatement of warrants as derivative liabilities | |||
Revision to Prior Period Financial Statements | |||
Warranty liabilities | 42,050,521 | ||
Total Liabilities | $ 42,050,521 | ||
Shares Subject to Redemption, outstanding (in shares) | (42,050,521) | ||
Additional Paid in Capital | $ 7,098,811 | ||
(Accumulated Deficit) | (7,099,232) | ||
Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary shares | |||
Revision to Prior Period Financial Statements | |||
Common stock Value | $ 421 |