Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Jun. 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Dragoneer Growth Opportunities Corp. II | |
Entity Central Index Key | 0001827075 | |
Entity File Number | 001-39709 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1560055 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, State or Province | CA | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Trading Symbol | DGNS | |
Security Exchange Name | NASDAQ | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,352,000 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 2,032,151 | $ 90,095 |
Prepaid expenses | 1,073,441 | 1,188,660 |
Total Current Assets | 3,105,592 | 1,278,755 |
Investment held in Trust Account | 276,002,496 | 276,000,000 |
TOTAL ASSETS | 279,108,088 | 277,278,755 |
Current liabilities | ||
Accrued expenses | 226,271 | 25,296 |
Convertible note | 2,000,000 | 0 |
Total Current Liabilities | 2,226,271 | 25,296 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
Total Liabilities | 11,886,271 | 9,685,296 |
Commitments | ||
Class A ordinary shares subject to possible redemption 27,600,000 at $10.00 per share redemption value as of March 31, 2021 and December 31, 2020 | 276,000,000 | 276,000,000 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,778,948) | (8,407,306) |
Total Shareholders' Deficit | (8,778,183) | (8,406,541) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 279,108,088 | 277,278,755 |
Common Class A | ||
Shareholders' Deficit | ||
Common stock, value | 75 | 75 |
Total Shareholders' Deficit | 75 | 75 |
Common Class B | ||
Shareholders' Deficit | ||
Common stock, value | 690 | 690 |
Total Shareholders' Deficit | $ 690 | $ 690 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorised | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorised | 20,000,000 | |
Common stock shares issued | 6,900,000 | |
Common Class A | ||
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Share redemption value | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 200,000,000 | 200,000,000 |
Common stock shares issued | 752,000 | 752,000 |
Common stock shares outstanding | 752,000 | 752,000 |
Common Class B | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorised | 20,000,000 | 20,000,000 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 374,138 |
Loss from operations | (374,138) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 2,496 |
Net loss | $ (371,642) |
Class A Common Stock Subject To Possible Redemption | |
Other income: | |
Weighted average shares outstanding of shares | shares | 27,600,000 |
Basic and diluted net income per share | $ / shares | $ 0 |
Common Class A And B | |
Other income: | |
Weighted average shares outstanding of shares | shares | 7,652,000 |
Basic and diluted net income per share | $ / shares | $ (0.05) |
Condensed Statement of Changes
Condensed Statement of Changes In Shareholders' Deficit - 3 months ended Mar. 31, 2021 - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (8,406,541) | $ 75 | $ 690 | $ 0 | $ (8,407,306) |
Beginning Balance, Shares at Dec. 31, 2020 | 752,000 | 6,900,000 | |||
Net loss | (371,642) | 0 | (371,642) | ||
Ending Balance at Mar. 31, 2021 | $ (8,778,183) | $ 75 | $ 690 | $ 0 | $ (8,778,948) |
Ending Balance, Shares at Mar. 31, 2021 | 752,000 | 6,900,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (371,642) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,496) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 115,219 |
Accrued expenses | 200,975 |
Net cash used in operating activities | (57,944) |
Cash Flows from Financing Activities | |
Proceeds from convertible promissory note - related party | 2,000,000 |
Net cash provided by financing activities | 2,000,000 |
Net Change in Cash | 1,942,056 |
Cash – Beginning of period | 90,095 |
Cash – End of period | $ 2,032,151 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Text Block [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Dragoneer Growth Opportunities Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 25, 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 (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from September 25, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2020. On November 19, 2020, the Company consummated the Initial Public Offering of 27,600,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $276,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 752,000 private placement shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings II (an affiliate of Dragoneer Investment Group, LLC), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,853,777, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $673,777 of other offering costs. Following the closing of the Initial Public Offering on November 19, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), which, subsequent to January 1, 2021, was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund 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 and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Exchange listing rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any 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 Memorandum and Articles of Association (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 the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until November 19, 2022 (or February 19, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by November 19, 2022 but has not completed a Business Combination by November 19, 2022) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension 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 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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 or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension 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 assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has 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 if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account 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”). 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. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Revision Of Previously Issued Financial Statement [Abstract] | |
Revision of Previously Issued Financial Statement | NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company previously reported its Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share, while taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10, Upon considering the impact of the forward purchase agreement entered into on October 29, 2020, it was concluded that the redemption value should include all Public Shares, resulting in the Class A ordinary shares subject to possible redemption being equal to $276,000,000. This resulted in a measurement adjustment to the carrying value of the Class A ordinary shares subject to redemption with the offset recorded to additional paid-in The table below summarizes the effects of the revision of the financial statements for all periods being revised: As Previously Reported Adjustments As Revised Balance sheet as of November 19, 2020 Class A Ordinary Shares Subject to Possible Redemption 262,686,220 13,313,780 276,000,000 Class A Ordinary Shares 208 (133 ) 75 Additional Paid-in 5,004,105 (5,004,105 ) — Accumulated Deficit (4,999 ) (8,309,542 ) (8,314,541 ) Total Shareholders’ Equity (Deficit) 5,000,004 (13,313,780 ) (8,313,776 ) Balance sheet as of December 31, 2020 Class A Ordinary Shares Subject to Possible Redemption 262,593,450 13,406,550 276,000,000 Class A Ordinary Shares 209 (134 ) 75 Additional Paid-in 5,096,874 (5,096,874 ) — Accumulated Deficit (97,764 ) (8,309,542 ) (8,407,306 ) Total Shareholders’ Equity (Deficit) 5,000,009 (13,406,550 ) (8,406,541 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $15,853,777 were charged to shareholders’ equity upon the completion of the Initial Public Offering. 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.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, as of March 31, 2021, the Company has no provision for income taxes. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,496 Net Earnings $ 2,496 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,600,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (371,642 ) Redeemable Net Earnings (2,496 ) Non-Redeemable $ (374,138 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,652,000 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable (1) The weighted average non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Public Shares, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Public Shares, at a purchase price of $10.00 per Public Share. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 752,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $7,520,000. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). On October 29, 2020, the Sponsor transferred 75,000 Founder Shares to each of the Company’s four independent directors. On October 22, 2020 and on November 16, 2020, the Company effected share dividends, resulting in 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the 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 Promissory Note — Related Party On September 29, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. 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. On January 19, 2021, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest The Company assessed the provisions of the Convertible Promissory Note under ASC 815-15 2020-06, 2020-06 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on November 16, 2020, the holders of the Founder Shares and Private Placement Shares, including any Private Placement Shares that may be issued upon conversion of the Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder Shares, will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Public Share, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement On October 29, 2020, the Company entered into a forward purchase agreement pursuant to which an affiliate of the Sponsor agreed to purchase an aggregate of up to 5,000,000 forward purchase shares for $10.00 per share, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the initial Business Combination. The Company will determine in its sole discretion the specific number of forward purchase shares that it sells to the purchaser, if any. The funds from the sale of forward purchase shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post transaction company. The obligations under the forward purchase agreement do not depend on whether any public shareholders elect to redeem their shares and provide the Company with a minimum funding level for the initial Business Combination. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares The Company determined the Class A ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per Public Share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the forward purchase agreement, it was concluded that the redemption value should include all Public Shares resulting in the Class A ordinary shares subject to possible redemption being equal to $276,000,000. Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares and Private Placement Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 9. FAIR VALUE MEASUREMENTS 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, assets held in the Trust Account were comprised of $276,002,496 in money market funds, which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company did not withdraw any interest earned from the Trust. At December 31, 2020, the assets held in the Trust Account were held in cash. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account – Money Market Funds 1 $ 276,002,496 $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $15,853,777 were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares 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.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares is affected by charges against additional paid in capital and accumulated deficit. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, as of March 31, 2021, the Company has no provision for income taxes. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic loss per ordinary share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,496 Net Earnings $ 2,496 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,600,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (371,642 ) Redeemable Net Earnings (2,496 ) Non-Redeemable $ (374,138 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,652,000 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable (1) The weighted average non-redeemable |
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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revision Of Previously Issued Financial Statement [Abstract] | |
Summary of Revision of Financial Statement | The table below summarizes the effects of the revision of the financial statements for all periods being revised: As Previously Reported Adjustments As Revised Balance sheet as of November 19, 2020 Class A Ordinary Shares Subject to Possible Redemption 262,686,220 13,313,780 276,000,000 Class A Ordinary Shares 208 (133 ) 75 Additional Paid-in 5,004,105 (5,004,105 ) — Accumulated Deficit (4,999 ) (8,309,542 ) (8,314,541 ) Total Shareholders’ Equity (Deficit) 5,000,004 (13,313,780 ) (8,313,776 ) Balance sheet as of December 31, 2020 Class A Ordinary Shares Subject to Possible Redemption 262,593,450 13,406,550 276,000,000 Class A Ordinary Shares 209 (134 ) 75 Additional Paid-in 5,096,874 (5,096,874 ) — Accumulated Deficit (97,764 ) (8,309,542 ) (8,407,306 ) Total Shareholders’ Equity (Deficit) 5,000,009 (13,406,550 ) (8,406,541 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Earning Per Share Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months 2021 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 2,496 Net Earnings $ 2,496 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,600,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (371,642 ) Redeemable Net Earnings (2,496 ) Non-Redeemable $ (374,138 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,652,000 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable (1) The weighted average non-redeemable |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2021 December 31, 2020 Assets: Marketable securities held in Trust Account – Money Market Funds 1 $ 276,002,496 $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Nov. 19, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial public offering per units | $ 10 | $ 10 | |
Business acquisition transaction costs | $ 15,853,777 | ||
Payment of stock issuance costs | 5,520,000 | ||
Other offering costs | $ 673,777 | ||
Maturity of investments days | 185 days | ||
Business acquisition percentage of voting interests acquired | 50.00% | ||
Deferred underwriting fee | $ 9,660,000 | $ 9,660,000 | |
Business combinations and acquisitions tangible assets | $ 5,000,001 | ||
Percentage of initial public offering shares | 15.00% | ||
Percentage of initial public offering shares redemption | 100.00% | ||
Payment of dissolution expenses | $ 100,000 | ||
IPO | |||
Stock issued during period shares new issues | 27,600,000 | ||
Sale of stock, price per share | $ 10 | ||
Over-Allotment Option | |||
Stock issued during period shares new issues | 3,600,000 | ||
Sale of stock, price per share | $ 10 | ||
Private Placement | |||
Stock issued during period shares new issues | 752,000 | ||
Sale of stock, price per share | $ 10 | ||
Proceeds from Issuance of private placement | $ 7,520,000 | ||
Common Class A | IPO | |||
Stock issued during period shares new issues | 27,600,000 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | ||
Sale of stock, price per share | $ 10 | ||
Common Class A | Over-Allotment Option | |||
Stock issued during period shares new issues | 3,600,000 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statement - Summary of Revision of Financial Statement (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 19, 2020 |
Class A Ordinary Shares Subject to Possible Redemption | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 |
Additional paid-in capital | 0 | 0 | 0 |
Accumulated deficit | (8,778,948) | (8,407,306) | (8,314,541) |
Total Shareholders' Deficit | (8,778,183) | (8,406,541) | (8,313,776) |
Previously Reported [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption | 262,593,450 | 262,686,220 | |
Additional paid-in capital | 5,096,874 | 5,004,105 | |
Accumulated deficit | (97,764) | (4,999) | |
Total Shareholders' Deficit | 5,000,009 | 5,000,004 | |
Revision of Prior Period, Adjustment [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption | 13,406,550 | 13,313,780 | |
Additional paid-in capital | (5,096,874) | (5,004,105) | |
Accumulated deficit | (8,309,542) | (8,309,542) | |
Total Shareholders' Deficit | (13,406,550) | (13,313,780) | |
Common Class A [Member] | |||
Class A Ordinary Shares | 75 | 75 | 75 |
Total Shareholders' Deficit | $ 75 | 75 | |
Common Class A [Member] | Previously Reported [Member] | |||
Class A Ordinary Shares | 209 | 208 | |
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | |||
Class A Ordinary Shares | $ (134) | $ (133) |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statement - Additional Information (Detail) | Mar. 31, 2021USD ($)$ / shares |
Revision of Prior Period, Adjustment [Member] | Minimum [Member] | |
Net tangible assets required for consummation of business combination | $ 5,000,001 |
Common Class A [Member] | |
Temporary equity carrying amount attributable to parent | $ 276,000,000 |
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | |
Share price | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Offering costs | $ 15,853,777 | |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | 0 | $ 0 |
Cash, FDIC Insured Amount | 250,000 | |
Provision for income taxes | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Numerator: Earnings allocable to Ordinary Shares | ||
Net Earnings and Loss | $ (371,642) | |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Numerator: Earnings allocable to Ordinary Shares | ||
Interest Income | 2,496 | |
Net Earnings and Loss | $ 2,496 | |
Denominator: Weighted Average Redeemable AND Non - Redeemable Ordinary Shares | ||
Ordinary Shares, Basic and Diluted | shares | 27,600,000 | |
Basic and Diluted Ordinary Shares | $ / shares | $ 0 | |
Common Class A And B [Member] | ||
Denominator: Weighted Average Redeemable AND Non - Redeemable Ordinary Shares | ||
Ordinary Shares, Basic and Diluted | shares | 7,652,000 | |
Basic and Diluted Ordinary Shares | $ / shares | $ (0.05) | |
Common Class A And B [Member] | Common Stock Subject To Non-redeemable [Member] | ||
Numerator: Earnings allocable to Ordinary Shares | ||
Net Earnings and Loss | $ (371,642) | |
Redeemable Net Earnings | (2,496) | |
Non-Redeemable Net Loss | $ (374,138) | |
Denominator: Weighted Average Redeemable AND Non - Redeemable Ordinary Shares | ||
Ordinary Shares, Basic and Diluted | shares | 7,652,000 | [1] |
Basic and Diluted Ordinary Shares | $ / shares | $ (0.05) | |
[1] | The weighted average non-redeemable ordinary shares for period ended March 31, 2021 includes the effect of 752,000 Private Placement Shares, which were issued in conjunction with the Initial Public Offering on November 19, 2020 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Earnings Per Share Basic and Diluted (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2021shares | |
Private Placement [Member] | |
Weighted average nonredeemable ordinary shares includes effect of private placement shares | 752,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Nov. 19, 2020 | Mar. 31, 2021 |
IPO | ||
Sale of stock issue price per share | $ 10 | |
Stock issued during period shares new issues | 27,600,000 | |
Over-Allotment Option | ||
Sale of stock issue price per share | $ 10 | |
Stock issued during period shares new issues | 3,600,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] | Nov. 19, 2020USD ($)$ / sharesshares |
Stock issued during period shares new issues | shares | 752,000 |
Proceeds from issuance of private placement | $ | $ 7,520,000 |
Sale of stock issue price per share | $ / shares | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 19, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Nov. 16, 2020 | Oct. 29, 2020 | Oct. 22, 2020 | Sep. 29, 2020 |
Payments of Stock Issuance Costs | $ 5,520,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | ||||||||
Founder Shares | |||||||||
Payments of Stock Issuance Costs | $ 25,000 | ||||||||
Number of shares transferred | 75,000 | ||||||||
Stock issued during period subject to forfeiture | 900,000 | ||||||||
Percent of stock convertible | 20.00% | ||||||||
Stock issued during period not subject to forfeiture | 900,000 | ||||||||
Stock price threshold limit | $ 12 | ||||||||
Common stock shares outstanding | 6,900,000 | 6,900,000 | |||||||
Promissory Note | |||||||||
Repayments of related party debt | $ 104,462 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | ||||||||
Working Capital Loans | |||||||||
Convertible Debt | $ 2,000,000 | $ 2,000,000 | |||||||
Warrant issue price | $ 10 | $ 10 | |||||||
Convertible Promissory Note | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,000,000 | ||||||||
Common Class B | |||||||||
Common stock shares outstanding | 6,900,000 | 6,900,000 | |||||||
Common Class B | Founder Shares | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,875,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Oct. 29, 2020 |
Other Commitments [Line Items] | ||
Deferred underwriting fee payable per share | $ 0.35 | |
Deferred underwriting fee payable non current | $ 9,660,000 | |
Affiliate Of The Sponsor [Member] | Forward Purchase Agreement [Member] | ||
Other Commitments [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Common stock shares subscribed but not issued shares | 5,000,000 | |
Common stock shares subscribed but not issued shares value | $ 50,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorised | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares authorised | 20,000,000 | |
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares issued | 6,900,000 | |
Net tangible assets required for consummation of business combination | $ 5,000,001 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorised | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 752,000 | 752,000 |
Common stock shares outstanding | 752,000 | 752,000 |
Temporary equity shares outstanding | 27,600,000 | 27,600,000 |
Common stock shares description of voting rights | one vote | |
Temporary equity redemption price per share | $ 10 | |
Temporary equity shares outstanding | $ 276,000,000 | |
Percentage of votes in favour of the company continuing outside jursidiction | 66.00% | |
Common Class A [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares description of voting rights | ten votes | |
Percentage of common stock outstanding | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorised | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,900,000 | 6,900,000 |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Common stock shares description of voting rights | one vote |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Money Market Funds [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets – Assets Held in Trust Account | $ 276,002,496 | |
Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets – Assets Held in Trust Account | $ 276,002,496 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Mar. 31, 2021USD ($) |
Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets held in trust account | $ 276,002,496 |